Cullins are a family of evolutionarily conserved proteins that bind to the small RING finger protein, ROC1, to constitute potentially a large number of distinct E3 ubiquitin ligases. CUL7 mediates an essential function for mouse embryo development and has been linked with cell transformation by its physical association with the SV40 large T antigen. We report here that, like its closely related homolog PARC, CUL7 is localized predominantly in the cytoplasm and binds directly to p53. In contrast to PARC, however, CUL7, even when overexpressed, did not sequester p53 in the cytoplasm. We have identified a sequence in the N-terminal region of CUL7 that is highly conserved in PARC and a sequence spanning the tetramerization domain in p53 that are required for CUL7-p53 binding. CUL7 and MDM2 did not form a detectable tertiary complex with p53. In vitro, CUL7 caused only mono- or di-ubiquitination of p53 under the conditions MDM2 polyubiquitinated p53. Co-expression of CUL7 reduced the transactivating activity of p53. Constitutive ectopic expression of CUL7 increased the rate of cell proliferation and delayed UV-induced G2 accumulation in U2OS cells expressing functional p53, but had no detectable effect in p53-deficient H1299 cells. Deletion of the N-terminal domain of CUL7 or a mutation disrupting p53 binding abolished the ability of CUL7 to increase the rate of U2OS cell proliferation. Our results suggest that CUL7 functions to promote cell growth through, in part, antagonizing the function of p53.