Transformation of B-lymphocytes by Epstein-Barr virus (EBV) is characterized by the expression of six viral nuclear antigens (EBNA1 to EBNA6) which are encoded by messages derived from long primary transcripts initiated at one of two promoters located in the BamHI C (BCR2) and BamHI W (BWR1) regions of the viral genome. The BWR1 promoter is preferentially utilized during the initial phases of EBV infection, whereas the BCR2 promoter is almost invariably used in transformed lymphoblastoid cell lines (LCLs). In order to gain some insight into the molecular mechanisms underlying promoter usage we have analyzed the activity of reporter plasmids carrying different parts of the BWR1 and BCR2 regulatory sequences in EBV-negative and EBV-carrying B cell lines that, on the basis of their surface marker expression, are representative of different stages of B cell activation/differentiation. We show that: (i) there is an inverse correlation between the activity of BWR1 and oriP-containing BCR2 reporter plasmids in cell lines expressing a BL group I versus a group III phenotype, the BWR1 promoter being virtually inactive in group III cells; (ii) BCR2 reporter plasmids devoid of the oriP region are active in EBV-negative cell lines and EBV-positive cells expressing a group I or group II phenotype and virtually inactive in BL group III cells and LCLs, suggesting that cellular factors are required for activation of BCR2 promoter elements. These factors are lost upon progression to a group III phenotype); (iii) expression of EBNA2 is sufficient to activate reporter plasmids containing the proximal part of the BCR2 promoter in EBV negative cells, whereas coexpression of EBNA2 and EBNA1 is required to activate the promoter in oriP-containing plasmids; (iv) the 30-bp repeat region of oriP acts as a negative cis-element on downstream promoters but is transformed into a transcriptional enhancer by the concerted action of EBNA1 and cellular factors. There was a poor correlation between the activity of exogenous reporter plasmids and endogenous BWR1 and BCR2 promoters in phenotypically different EBV-positive cell lines. The presence of the appropriate trans-acting factors was not sufficient to activate the endogenous BWR1 and BCR2 promoters in BL cells expressing a group I phenotype.