The immunosuppressant rapamycin has previously been shown to inhibit G1/S transition in several cell types. In Swiss-3T3 cells, rapamycin prolongs G1 through the inhibition of the S6-kinase. In T-lymphocytes, rapamycin blocks the mitogen-induced down regulation of p27Kip1, an inhibitor of the cdk/cyclin complexes. We show here that an NIH3T3 line (N-3T3) is also sensitive to the G1/S inhibitory effect of rapamycin. Unlike lymphocytes, rapamycin does not affect p27Kip1 in these immortalized fibroblasts, nor does rapamycin affect the activity of cyclin D- or cyclin E-dependent kinases. As a result, rapamycin does not inhibit the phosphorylation of the retinoblastoma protein (RB) or two RB-related proteins, p107 and p130. Despite the phosphorylation of RB/p107/ p130, the expression of cyclin A and its associated kinase activity is delayed in rapamycin-treated N-3T3 cells. Ectopic expression of cyclin A, but not cyclins D and E or E2F-1 and -4, can overcome the effect of rapamycin. Taken together, these results suggest that entry into S-phase is likely to involve rapamycin-sensitive pathways other than the phosphorylation of the pocket proteins.