Topological regulation of cell division in E. coli requires positioning a cell division inhibitor, MinC, at the poles of the cell, thus restricting the potential for division to midcell. This positioning is achieved through a rapid oscillation of MinC from pole to pole, a process requiring MinD and MinE. However, the mechanistic basis for this oscillation is not known. Here we report that MinE stimulates MinD ATPase activity, but only in the presence of phospholipid vesicles. Analysis of MinE mutants demonstrates that this stimulation is required for MinD oscillation and suggests that the level of stimulation determines the period of the oscillation. A model is presented in which the requirements for the MinD ATPase contribute spatial and temporal inputs that provide the mechanistic basis for the oscillation.