The CCAAT-displacement protein (CDP) has been implicated in developmental and cell-type-specific regulation of many cellular and viral genes. We previously have shown that CDP represses mouse mammary tumor virus (MMTV) transcription in tissue culture cells. Since CDP-binding activity for the MMTV long terminal repeat declines during mammary development, we tested whether binding mutations could alter viral expression. Infection of mice with MMTV proviruses containing CDP binding site mutations elevated viral RNA levels in virgin mammary glands and shortened mammary tumor latency. To determine if CDP has direct effects on MMTV transcription rather than viral spread, virgin mammary glands of homozygous CDP-mutant mice lacking one of three Cut repeat DNA-binding domains (⌬CR1) were examined by reverse transcription-PCR. RNA levels of endogenous MMTV as well as ␣-lactalbumin and whey acidic protein (WAP) were elevated. Heterozygous mice with a different CDP mutation that eliminated the entire C terminus and the homeodomain (⌬C mice) showed increased levels of MMTV, -casein, WAP, and ␣-lactalbumin RNA in virgin mammary glands compared to those from wild-type animals. No differences in amounts of WDNM1, -casein, or glyceraldehyde-3-phosphate dehydrogenase RNA were observed between the undifferentiated mammary tissues from wild-type and mutant mice, indicating the specificity of this effect. These data show independent contributions of different CDP domains to negative regulation of differentiation-specific genes in the mammary gland.The CCAAT displacement protein (CDP) family constitutes a highly conserved group of homeoproteins that are involved in cell growth, differentiation, and development. CDP (also known as Cut in Drosophila melanogaster, Clox in dogs, and Cux in mice) is a transcriptional repressor that contains four DNA-binding domains, three Cut repeats (CR1, -2, and -3), and a homeodomain (32). CDP is involved in suppressing transcription from many cellular genes, including c-myc, transforming growth factor  type II receptor, phox, CD8, immunoglobulin heavy chain, and T-cell receptor -chain (3,7,12,19,22,46), as well as viral genes, including those from mouse mammary tumor virus (MMTV) and human papillomaviruses (HPVs) (1, 55). In addition, CDP has been implicated as a tumor suppressor gene in human breast carcinomas and uterine leiomyomas (28,47,53).Many genes regulated by CDP are expressed in highly differentiated cells. CDP DNA-binding activity is downregulated during B-cell and myeloid cell development (22, 46), and CDP expression in the kidney is inversely related to the degree of cellular differentiation (44). We have shown that CDP is a repressor of MMTV long terminal repeat (LTR) reporter gene expression in cultured cell lines and that CDP-binding activity to the LTR declines during mammary gland development (55).These results suggest that CDP functions as a transcriptional repressor that inhibits expression of differentiation-specific genes in several tissues.The retrovirus MMTV is a paradigm fo...