Cell transformation by BPV-1 is dependent on sequences confined to a region comprising only 69% of the viral DNA. Analysis of this subgenomic fragment of the viral genome has revealed a composite of functions. To further study this region of the BPV-1 genome, we constructed mutants affecting the 3' half of the transforming region. These mutations have revealed a plasmid maintenance function for the E2 ORF and a requirement that the 3' half of E5 be intact for in vitro mouse cell transformation. Cotransfection experiments revealed that phenotypic complementation (wild type transformation efficiency and autonomous replication of viral DNA) resulted in recombination between input plasmids in the majority of cases. However, rare cases were encountered where the wild type phenotype was observed with no evidence of recombination between input plasmids. These data suggest trans-acting functions of the E2 and E5 ORFs in viral DNA replication and the E5 ORF in cell transformation.