Small GTP-binding proteins of the Ras superfamily regulate a wide array of cellular functions and play critical roles in signal transduction, gene regulation, intracellular trafficking of vesicles, cell proliferation, and survival (37). Proteins in the Rho subfamily (Rho, Rac, and Cdc42) are best characterized for their effects on actin polymerization and cytoskeleton organization (15). Through their effects on the cytoskeleton, Rho GTPases are essential in cell morphology, cell migration and chemotaxis, and establishment of cell polarity (6, 18, 44). They also participate in several aspects of cell cycle progression. During mitosis, Cdc42 regulates spindle microtubule attachment to kinetochores in metaphase, whereas RhoA, which localizes at the cleavage furrow during telophase and ends up at the midbody at the abcission step, is involved in cytokinesis (25, 43, 59). Indeed, interfering with RhoA activity, by treating cells with Clostridium botulinum C3 exoenzyme, or with RhoA expression, by small interfering RNA (siRNA) silencing, prevents contraction of the actomyosin ring and leads to failure of cytokinesis and multinucleation in various cell types (25, 60). During these steps, RhoA activity is regulated by the exchange factor Ect2 and the GTPase activating protein MgcRacGAP (hereafter, RacGAP) which colocalize with a kinesin known as MKLP1, Kif23, or kinesin-like protein 5 (35, 52, 61). MKLP1 associates with RacGAP in a complex known as centralspindlin and is thought to mediate recruitment of RacGAP to the mitotic spindle. Protein interactions between Ect2 and RacGAP lead to conformational changes that activate the exchange activity of Ect2 (20, 26). During mitosis progression, dynamic protein interactions between Ect2, RacGAP, and MKLP1 are regulated by phosphorylation/dephosphorylation events mediated by the Cdk1 and Aurora B kinases (34, 36, 53). The dynamics and functions of this complex are evolutionarily conserved as the Drosophila orthologs (Pebble/RacGAP50/Pavarotti) and the Caenorhabditis elegans orthologs (LET-21/CYK4/ZEN4) also control cytokinesis with similar regulations. Genes whose protein products play specific roles in cell cycling and exert their functions at defined steps of cycle progression are often regulated in a cell cycle-dependent manner (7, 14). These genes include not only the well-characterized mitotic cyclins and their associated kinases or inhibitors but also additional kinases (e.g., Plk-1 and Aurora) and components of the anaphase promoting complex/cyclosome (3, 56, 58). Promoters for cell cycle-regulated genes contain binding sites for specific transcription factors (14). The E2F family contains eight identified members acting as transcriptional activators or repressors (11). E2F1 was initially characterized as an activator of genes expressed at the G1/S transition to regulate cell cycle progression but was also shown to regulate G2/M genes as well as the apoptosis pathway (19, 62). Besides its coactivator DP, E2F may interact with other transcription factors such as B-Myb, itself an E2F target in G1/S (24, 45, 62). CUX1 (Cut homeobox 1) belongs to the family of Cut homeodomain-containing transcription factors that is present in all metazoans. In vertebrates, the protein was first identified as the CCAAT-displacement protein and has been variously called CDP, CUX, or CUTL1 (2, 41, 57). Whereas the CCAAT-displacement activity, which depends on rapid but transient interactions with DNA, appears to be constant throughout the cell cycle, a more stable interaction with DNA arises at the end of the G1 phase as the result of dephosphorylation by Cdc25A and proteolytic processing by a nuclear isoform of cathepsin L (8, 17, 38). The N-terminally truncated isoform thus generated, p110 CUX1, was shown to accelerate entry into S phase (46). The regulatory effect of p110 CUX1 was found to be promoter dependent: it repressed the p21cip and cyclin H genes but activated most genes including those coding for cyclin A2, DNA polymerase (Pol) α, and the Cdc25 proteins (8, 21, 46, 55). Another signature of cell cycle-regulated genes is the frequent occurrence of cell cycle-dependent element/cycle homology region (CDE/CHR) sequences close to the transcription start site. Although factors binding to such elements have not yet been unambiguously characterized, their functionality has clearly been established by mutation or deletion analysis in several cell cycle genes such as cdc25C, Cyclin A, or aurora B (22, 27, 29, 30). We report here that the mitotic complex genes Ect2, RacGAP, and MKLP1 are coordinately induced in S phase in proliferating T lymphocytes as well as in epithelial cells, depending upon activity of the CUX1 and E2F1 transcription factors. We have also identified CHR elements that mediate repression of these promoters in the G1 phase of the cell cycle.