Hematopoietic stem cells can be accurately identified by the side population (SP) phenotype. It has been previously shown that hematopoietic stem cells are cell cycle arrested, but the mechanisms involved are currently poorly understood. In the present study, results from quantitative real-time RT-PCR show that while SP cells have increased expression of various cyclins and cyclin-dependent kinases, the increased expression of cyclin-dependent kinase inhibitors, in particular p57(Kip2), is responsible for the observed cell cycle arrest. In addition, gene expression analysis of c-kit(+/)/Sca-(1+)/Lineage(-)SP (KSL-SP) cells demonstrates that only p57(Kip2) shows both higher expression compared to both SP and non-SP cells. Furthermore, immunostaining also demonstrates significantly higher protein expression in KSL-SP SP cells. These results demonstrate that the maintenance of bone marrow SP cells in G0/G1 may be carefully controlled by p57(Kip2). (c) 2005 Elsevier Inc. All rights reserved.