The E2F1 transcription factor is a critical downstream target of the tumor suppressor pRB. The retinoblastoma (RB) pathway is often inactivated in human tumors, resulting in deregulated E2F activity that can induce both proliferation and apoptosis. Bcl-2 homology 3 (BH3)-only proteins are pro-apoptotic members of the Bcl-2 protein family that trigger apoptosis in response to diverse stimuli. We show here that E2F1 up-regulates the expression of the pro-apoptotic BH3-only proteins PUMA, Noxa, Bim, and Hrk/DP5 through a direct transcriptional mechanism. Expression of the E7 protein of HPV16, which disrupts RB/E2F complexes, also up-regulates the expression of these four BH3-only proteins, implicating endogenous E2F in this phenomenon. Indeed, endogenous E2F1 binds the promoters of these four genes. Furthermore, inhibition of E2F1-induced expression of either Noxa or PUMA results in a significant reduction in E2F1-induced apoptosis, indicating that increased Noxa and PUMA levels mediate this E2F1-induced apoptosis. Importantly, inhibition of E2F activity abolishes DNA damage-induced elevation of PUMA levels, implicating E2F in the physiological regulation of PUMA expression. These data provide a novel direct link between E2F and the apoptotic machinery and may explain the increased sensitivity of cells with a defective RB/E2F pathway to chemotherapy.