p53 has critical functions in regulating cell cycle in response to cellular stresses, preventing the accumulation of damaged cells. Recent studies demonstrated that p53 acts to avoid replication-induced DNA-damage by preventing replication-stress. Here we studied the molecular basis for the replication-stress and DNA-damage induced by p53 loss. We focused on: 1.p53-downregulated cells. 2.Cells from Li-Fraumeni syndrome (LFS) patients that spontaneously lose the wild type p53(WTp53) in culture. To determine the outcome of WTp53-loss, we performed high resolution DNA replication dynamics analyses, accompanied with DNA-damage analyses. We found in both cellular systems following WTp53-loss, replication-stress and high DNA-damage levels. Exogenous nucleoside supply rescued both the replication-stress and DNA-damage. We further focused on the LFS cells, that enter an early proliferating crisis followed by a spontaneous escape of cells from the proliferation crisis and immortalization. To determine if replication-stress contributes to both the early crisis and the late immortalization, we performed replication dynamics analyses on early and late LFS cells. We found that LFS cells show a loss of the WTp53 and induction of replication-stress with high DNA-damage levels before the proliferation crisis. However, cells that escaped from the crisis exhibit normal replication dynamics and low levels of DNA-damage. Strikingly, exogenous nucleoside supply to early LFS cells enhanced cell proliferation and further rescued the replication-stress and DNA-damage. Analyses of the escaped immortalized cells revealed a significant up-regulation of nucleoside biosynthesis genes, suggesting that the cellular adaptation mechanism to the p53-loss involves rescue of the replication-stress through regulation of the nucleotide pool.