The control of cell proliferation is of central importance to the proper development of a multicellular organism, the homeostatic maintenance of tissues, and the ability of certain cell types to respond appropriately to environmental cues. Disruption of normal cell growth control underlies many pathological conditions, including endothelial proliferative disorders in cardiovascular disease as well as the development of malignant tumors. Particularly critical for the control of cell growth is the pathway involving the G₁ cyclin–dependent kinases that regulate the Rb family of proteins, which in turn control E2F transcription factor activity^1–7. Because E2F is critical for regulation of cell proliferation, we sought to identify and to develop specific inhibitors of E2F function that might also be useful in the control of cellular proliferation. Moreover, because the control of E2F activity appears to be the end result of G₁ regulatory cascades, the ability to inhibit E2F may be particularly effective in impeding a wide variety of proliferative events. We have used in vitro selection to isolate several unique RNA species from high complexity RNA libraries that avidly bind to the E2F family of proteins. These RNAs also inhibit the DNA binding capacity of the E2F proteins. We also show that an E2F RNA ligand can block the induction of S phase in quiescent cells stimulated by serum addition. As such, these data demonstrate the critical role for E2F activity in cell proliferation and suggest that such RNA molecules may be effective as therapeutic entities to control cellular proliferation.