Cyclin D1 can bind and phosphorylate the product (pRb) of the retinoblastoma gene (RB-1) and recent evidence suggests pRb, in turn, may regulate cyclin D1 protein expression. In transformed cell lines, loss of pRb activity strongly correlates with a decrease in cyclin D1 protein expression, and conversely, introduction of pRb can induce cyclin D1 promoter activity. We show here that pRb does not regulate cyclin D1 directly as basal and serum-stimulated levels of cyclin D1 protein and kinase activity are similar in wildtype and pRb-deficient primary mouse embryonic fibroblasts (MEFs). These observations suggest that the suppression of cyclin D1 in pRb-minus tumour cell lines requires both loss of pRb and at least one additional genetic event. We have determined that constitutive, ectopic Myc expression in pRb-deficient, but not wildtype, MEFs suppresses cyclin D1 protein expression and kinase activity. Regulation is evident at either the level of RNA or protein expression. Phenotypically, pRb-deficient MEFs consistently exhibited a delayed growth response in comparison to wildtype MEFs. This growth delay is abrogated in pRb-deficient MEFs which are expressing ectopic Myc protein, coincident with the loss of cyclin D1 protein expression. Moreover, these cells exhibit an increased proliferative capacity, and they no longer show contact inhibition. Our results support a cross-regulatory mechanism between Myc, pRb and cyclin D1 and suggest a novel role for cyclin D1 in tumorigenesis.