The development of mammalian tumors is dependent upon the disruption of two key biological activities, the control of cellular proliferation and the apoptotic response (Hanahan and Weinberg 2000). Remarkably, the Ink4a/Arf locus encodes two distinct tumor-suppressor proteins, p16Ink4a and p19Arf (p14Arf in humans), that influence one or both of these processes (Chin et al. 1998; Sherr 2001). p16Ink4a is a core component of the cell cycle control machinery (Sherr and Roberts 1999). It controls the activity of the G1 kinase, cyclinD · cdk4/6, and consequently, the phosphorylation status of the pocket protein family. This family includes the retinoblastoma protein (pRB) tumor suppressor and its relatives, p107 and p130. In the unphosphorylated state, the pocket proteins bind to the E2F family of transcription factors and prevent the expression of genes that are essential for entry into, and passage through the cell cycle (Trimarchi and Lees 2002). This inhibition occurs through two distinct mechanisms. pRB binds to the activating E2Fs, E2F1, E2F2, and E2F3a, and blocks their transcriptional activity. At the same time, the repressive E2Fs, E2F4, and E2F5 recruit p107 or p130 and their associated histone deactylases to E2F-responsive promoters. Under these conditions, the cell is blocked in G0/G1. Mitogenic signaling activates cell cycle re-entry by allowing cyclinD · cdk4/6 to overcome the repression by p16Ink4a. The consequent phosphorylation of the pocket proteins causes them to dissociate from E2F, enabling activation of E2F-responsive genes. In normal cells, the p16Ink4a–cyclinD · cdk4/6–pRB–E2F pathway responds to both positive and negative growth regulatory signals to determine whether or not a cell will divide (Sherr and Roberts 1999). This pathway is disrupted in most, if not all, mammalian tumors through loss of p16Ink4a, up-regulation of cyclinD · cdk4/6 or loss of pRB (Sherr 1996). The resulting deregulated proliferation is due, at least in part, to the inappropriate activation of E2F (Pan et al. 1998; Tsai et al. 1998; Yamasaki et al. 1998; McCaffrey et al. 1999; Ziebold et al. 2001, 2003). The second product of the Ink4a/Arf locus, p19Arf,isa key component of the p53 tumor-surveillance network (Sherr 2001). p19Arf exists at low or undetectable levels in most normal cell and tissue types (Zindy et al. 2003). However, its expression is specifically activated by abnormal proliferative signals. These include the continued in vitro culturing of mouse embryonic fibroblasts (MEFs; Kamijo et al. 1997) and the inappropriate expression of proliferative oncogenes including activated ras, c-myc, E2F, E1A, and v-Abl (Serrano et al. 1997; de Stanchina et al. 1998; Palmero et al. 1998; Radfar et al. 1998; Zindy et al. 1998; Dimri et al. 2000). Once it is expressed, p19Arf inhibits the p53 ubiquitin ligase, mdm2, allowing activation of the p53 tumor suppressor (Pomerantz et al. 1998; Stott et al. 1998; Zhang et al. 1998; Honda and Yasuda 1999; Weber et al. 1999; Llanos et al. 2001). Depending on the cellular context, p53 triggers either cell cycle arrest (via induction of the cdk inhibitor, p21Cip1) or apoptosis (through activation of various apoptosis inducers). In either case, this counteracts the effect of the abnormal proliferative signals. Essentially, p19Arf acts as a defense to oncogenic signals. The recent analysis of a mouse strain that expresses GFP in place of p19Arf confirms that Arf is induced by the oncogenic signals present in incipient tumors (Zindy et al. 2003). This explains why inactivation of the p19Arf–p53 network is essential for the survival and proliferation of tumor cells in vivo (Sherr 2001). The ability of Arf to specifically respond to inappropriate, but not normal proliferative signals must require a careful balance of transcriptional signals. Understanding how this is achieved remains a major challenge. Numerous studies have implicated E2F in this process (Phillips and Vousden 2001). The Arf promoter contains consensus E2F-binding sites and the overexpression of E2F1 is sufficient to trigger its transcriptional activation (DeGregori et al. 1997; Bates et al. 1998). However, it is unclear whether this regulation is direct because the identified E2F sites are not required for E2F-dependent activation (Parisi et al. 2002; Berkovich et al. 2003). There is also considerable debate as to which E2F family members might activate Arf (Trimarchi and Lees 2002). Some groups conclude that this is an E2F1-specific activity, whereas others propose that this is a shared property of the activating E2Fs. Certainly, E2F1 is not required for Arf induction in numerous settings (Palmero et al. 2002; Baudino et al. 2003) and p19Arf itself is dispensable for E2F-dependent apoptosis (Russell et al. 2002; Tolbert et al. 2002; Tsai et al. 2002). These findings could reflect redundancy; perhaps multiple E2Fs can activate a large panel of apoptotic inducers that includes p19Arf. Alternatively, E2F may not contribute to Arf activation in vivo. Others have suggested that Arf is regulated by repressive E2F · pocket protein complexes (Rowland et al. 2002). However, unlike classic E2F-responsive genes, Arf is not appreciably induced during cell cycle entry. Thus, if Arf is a genuine E2F target, it must be regulated in a distinct manner from classic E2F-responsive genes. In this study, we use E2f3-deficient MEFs to probe the role of E2F in Arf regulation. This analysis shows that a single member of the E2F family, E2f3, is required to maintain the transcriptional repression of Arf under normal proliferative conditions.