HTLV-I is a human retrovirus which is the etiological agent for adult T-cell leukemia. The virus encodes a 40 kDa oncoprotein, Tax, which has no cellular counterpart. Findings from several laboratories over the past decade have shown that over-expression of the Tax oncoprotein is wholly sufficient to transform animal cells. Emerging evidence supports that Tax transforms cells through dysregulation of several cell cycle checkpoints. Here, we review extant data on how Tax targets cyclins, inhibitors of cyclin dependent kinase, as well as cellular sentries for DNA-damage.