Genistein is an isoflavone known to inhibit both tyrosine protein kinase and DNA topoisomerase II. We have investigated the mechanism of genistein-induced growth inhibition in MCF-7 and MDA-MB-231 breast carcinoma cell lines. DNA flow cytometric analysis indicated that genistein induced a G2/M arrest in both cell lines. Therefore, we examined the effect of genistein on cell cycle-related proteins. Western blot analysis using whole cell lysates from MCF-7 and MDA-MB-231 treated with genistein demonstrated that genistein treatment did not change the steady-state level of cdks, cyclin A, D-type cyclins and cyclin E protein, but inhibited expression of cyclin B1 protein in a time-dependent manner. The reduction in the protein level of cyclin B1 correlated with a decrease in the level of cyclin B1 mRNA. Genistein induced expression of p21, and the increased levels of p21 were associated with increased binding of p21 with cdc2 and cdk2. These observations suggest that genistein induces a G2/M arrest in human breast cancer cells, the mechanism of which is in part due to inhibition of kinase activities of cdc2 and cdk2, and decrease in cyclin B1 expression.