Human cytomegalovirus (HCMV) induces serum- or density-arrested human lung (LU) cells to traverse the cell cycle, providing it with a strategy to replicate in post-mitotic cells that are its cellular substrate in vivo. HCMV infection also induces high cellular levels of p53, seemingly in contradiction to the observed cell cycle progression. This study was undertaken to examine the mechanism(s) of the increased p53 abundance. HCMV infection caused a 4-fold increase in p53 that preceded a substantial increase in p53 transcripts by more than 24 h. p53 was stabilized in HCMV-infected cells (from a half-life of less than 30 min to about 8 h) and was less sensitive to proteasome-mediated degradation. Ubiquitination of p53 in mock-infected LU cells was sensitive to inhibition by trans-4-iodo, 4'-boranyl-chalcone, consistent with HDM2-catalyzing ubiquitination of p53. In HCMV-infected cells, ubiquitination of p53 was essentially undetectable. Although HDM2 had a nuclear distribution in mock-infected LU cells, in HCMV-infected cells HDM2 was translocated to the cytoplasm beginning at 12 h and demonstrated decreased cellular abundance thereafter. HDM2 was stabilized in the HCMV-infected cells by MG132, indicating a shift from p53 to HDM2 ubiquitination. p53 demonstrated a predominantly nuclear distribution in HCMV-infected cells through 48 h, resulting in p53 and HDM2 in distinct subcellular compartments. The principal mechanism responsible for increased p53 stabilization was nuclear export and degradation of HDM2. Thus, HCMV uses a shift from p53 to HDM2 ubiquitination and destabilization to obtain protracted high levels of p53, while promoting cell cycle traverse.