The appropriate control of DNA replication and subsequent cell division is required for development of an organism, and inappropriate control has a great impact in diseases such as cancer. There are 3 classes of proteins that negatively regulate entry into S-phase. These include members of the pocket-protein family -- Rb, p107, and p130 -- that act, in part, through regulating the E2F family of transcription factors. In addition, there are 2 classes of cdk inhibitor proteins: 4 of the Ink4-type (p15, p16, p18, and p19) that specifically target cyclin D-cdk4 and cdk6 activity, and 3 of the Cip-Kip type (p21, p27, and p57), which preferentially target cdk2 activity. Although we know that each of these proteins can impact to commit to the cell cycle, we really have very little understanding of their actions in a biologic system, and how changes in their function lead to tumors.