To gain insight into human foamy virus (HFV; also called spumaretrovirus)-induced alterations of cellular genes, the expression profiles of defined genes in HFV-infected primary human cells were analyzed by cDNA array assays. Several distinct cellular genes activated by HFV infection were identified; the identities of the cellular genes were confirmed by RNA blot analyses. Compared with mock-infected controls, the concentrations of cellular Kip2, Egr-1, COUP-TF1, insulin-like growth factor II (IGF-II), and EphB3 mRNAs were significantly increased in HFV-infected cells and showed a gene-specific and time-dependent induction. Immunoblot analyses with antibodies against some of the cellular gene products revealed increased levels of the corresponding proteins. To investigate mechanisms of HFV-induced alterations in cellular gene expression, the capacity of known HFV genes to increase expression of defined cellular genes was analyzed by transient expression experiments. Plasmids that encode the HFV Bel1 transcriptional transactivator were necessary and sufficient to strongly increase expression of p57Kip2, IGF-II, and EphB3 genes in 293T cells. Potential mechanisms and consequences of activation of cellular genes during HFV infection and Bel1 transactivation of the Kip2 gene are discussed.Studies on the replication and gene expression of different foamy viruses (FVs) have deepened our understanding of the molecular biology of these nonconventional and complex retroviruses (for reviews, see references 1, 4, 13, and 15). FVs have been developed into viral vectors for defined targeted gene delivery applications (22). Features favoring FV-based vectors are the lack of an overt disease association of naturally occurring FV infections and the low prevalence in humans, which has been primarily attributed to the rarity of interspecies transmission from FV-positive nonhuman primates to humans (7). Simian FVs have the capacity to establish a persistent and apparently apathogenic infection in humans (7).It has been reported that human FV (HFV) Env proteins are responsible for the characteristic cytopathic effects that result in formation of syncytia and cell lysis (1, 18). At present, it is unknown why FVs are apathogenic in the natural host whereas HFV-transgenic mice develop severe encephalopathy (1). The mechanisms responsible for induction and maintenance of HFV persistence are unclear. There is evidence, however, that cells that survive a lytic infection carry functionally inactivated FV genomes characterized by a deletion within the gene that encodes Bel1 (Tas), the transcriptional transactivator of FVs. This is achieved by reverse transcription of almost full-length genomic RNA spliced only at the intron of the accessory Bet protein of unknown function (13) that results in bel1-deleted proviruses (23). In contrast, some cell types allow a noncytopathic replication characterized by continuous production of genetically intact virus (30).A better understanding of the multiple mutual interactions of FVs with cellular genes ...