The genomes of most recombinant murine leukemia viruses (MuLVs) inherit pathogenic U3 region sequences from the endogenous xenotropic provirus Bxv-1. However, the U3 regions of about one-third of recombinant MuLVs from CWD mice, such as CWM-T15, have nonecotropic substitutions that are probably derived from an endogenous polytropic provirus. The CWM-T15 U3 region sequences contain five nucleotide substitutions compared with the less pathogenic sequences of the endogenous ecotropic virus parent, Emv-1. Three of these substitutions are located immediately 3' of the enhancer core, and two form part of an E-box motif that is also found in the Bxv-1 sequence. A series of electromobility shift assays revealed that nuclear extracts from S194 cells and the basic helix-loop-helix transcription factor E47 could distinguish between oligonucleotides that contained the core region sequences of CWM-T15 or Emv-1. The E47 homodimers appeared to bind to the CWM-T15 E-box motif and when expressed at high levels in cells transactivated the CWM-T15 but not the Emv-1 enhancer. Taken together, these results suggest that E47 or related basic helix-loop-helix proteins that are expressed in lymphoid cells bind to and transactivate the CWM-T15 enhancer in vivo. This transactivation may explain why the CWM-T15 and Bxv-1 U3 regions accelerate the onset of lymphoid neoplasms and why related enhancer core region sequences are preferentially incorporated into the genomes of recombinant MuLVs and are found in other leukemogenic mammalian retroviruses.