The Fas antigen is a cell surface protein that can mediate apoptosis in a variety of cell types, including the human leukemia T cells. We previously demonstrated that the Fas-resistant variants may exist in highly Fas-sensitive human leukemia T-cell lines. The surface expression of Fas antigen was unchanged in the variant cells, suggesting a defective intracytoplasmic mechanism leading to apoptosis. We found that the stimulation of Fas-sensitive cells (SUP-T13) with anti-Fas antibody 2D1, but not resistant variants (LAC2D1R), induced repression of p34cdc2 and p33cdk2 along with apoptosis. There were no alterations in expression of bcl-2, HSP70, HSP90 and cyclin proteins examined. In the present study, we also examined the changes in other cell cycle-related proteins such as Rb and ubiquitin. We observed an increase of unphosphorylated Rb and of polymerization of ubiquitin after stimulation with 2D1 in a time-dependent fashion on SUP-T13. Similar results, that is, repression of p34cdc2 and p33cdk2, an increase of unphosphorylated Rb and an increase of polymerization of ubiquitin after stimulation with 2D1 were obtained from other Fassensitive cell lines such as Jurkat cells. Furthermore, we examined the relationship between cell cycle perturbation and cell killing. Interestingly, after stimulation with 2D1, Fas-sensitive cells (SUP-T13) incorporated as much bromodeoxyuridine as Fas-resistant cells (LAC2D1R) did, suggesting that SUP-T13 induced apoptosis after entering into the S phase of the cell cycle. Moreover, in histograms obtained from flow cytometric analysis of DNA with propidium iodide, there were no changes in the ratio of cells in the G1, S or G2/M phase in SUP-T13 stimulated with 2D1. In conclusion, our results suggest that Fas-mediated apoptosis may occur in any phase of the cell cycle and that depletion of p34cdc2 and p33cdk2 and an increase of unphosphorylated Rb are involved in the specific mechanism of Fas-mediated apoptosis, which is considered to be mediated by the ubiquitin dependent proteolytic system. In addition to investigating the expression of intracytoplasmic proteins in activated human lymphocytes, we confirmed that Fas-sensitivity was expressed when the ?cyclin kinases such as p34cdc2 and p33cdk2 were expressed sufficiently and the proliferative effect was enhanced. Furthermore, as an anti-CD3 mAb, EF6, reversed the antiproliferative effect of the antiT cell receptor mAb LC4, but not that of 2D1, Fas-mediated apoptosis seemed to be independent of TcR-mediated apoptosis.