Cellular proliferation, essential for normal development, may result in neoplastic growth when the cell cycle clock is disrupted. In order to determine whether the protein expression of cell cycle regulators differs among normal, immortalized non-tumorigenic and malignant human breast epithelial cells (HBECs), we analyzed the protein expression of cyclins D1, D3, A and E, cyclin-dependent kinase (cdk) 4 and c-fos in exponentially growing MCF-10M, MCF-10F, and MCF-7 cells. The tumorigenicity of HBECs in vivo correlated with both cell cycle regulators and early-gene protein expression in vitro. The differential expression of cyclin E- and cyclin A-related proteins and their putative relevance in the tumorigenic properties of HBECs are also discussed.