Deregulation of the cell cycle machinery plays a critical role in tumorigenesis. In particular, functional inactivation of the retinoblastoma protein (pRB) is a key event. pRB's tumor suppressive activity is at least partially dependent on its ability to regulate the activity of the E2F transcription factors. E2F controls the expression of genes that encode the cellular proliferation machinery. E2F can also trigger apoptosis when it is inappropriately expressed. Here we present evidence that E2F acts to directly regulate the Arf/p53 tumor surveillance network. In normal cells, a single member of the E2F family, E2F3, participates in the transcriptional silencing of Arf. In response to oncogenic stress, the activating E2Fs, E2F1, 2, and E2F3A, all associate with Arf and promote its transcription. These findings raise the possibility that E2F acts as a sensor of inappropriate versus normal proliferative signals and determines whether or not the Arf/p53 tumor surveillance network is engaged.