Mouse mammary tumor proviruses (MMTV) use a common enhancer/promoter region to accommodate their transcription in two different cellular environments. In mammary tissue, transcription is regulated through the hormone response element located in the 5′ LTR. In B cells, transcription is hormone independent, can be stimulated following B cell activation, and is distinct from the transcription of other known inducible genes, including immunoglobulin. The open reading frame (ORF) in the viral 3′ LTR has at least two functions. Its gene product(s) acts as a viral superantigen, but also has autoregulatory properties, leading to MMTV transactivation. We propose a scheme suggesting that MMTV evolved to use the B cell as an intermediary in its viral life cycle. © 1992 Academic Press Ltd.