Efficient replication of murine cytomegalovirus (MCMV) in macrophages is a prerequisite for optimal growth and spread of the virus in its natural host. Simultaneous deletion of US22 gene family members M139, M140, and M141 results in impaired replication of MCMV in macrophages and mice. In this study, we characterized the proteins derived from these three genes and examined the impact of individual gene deletions on viral pathogenesis. The M139, M140, and M141 gene products were identified as early proteins that localize to both the nucleus and cytoplasm in infected cells. Gene M139 encodes two proteins, of 72 and 61 kDa, while M140 and M141 each encode a single protein of 56 (pM140) and 52 (pM141) kDa, respectively. No role for the M139 proteins in MCMV replication in macrophages or mice was determined in these studies. In contrast, deletion of either M140 or M141 resulted in impaired MCMV replication in macrophages and spleen tissue. Replication of the M140 deletion mutant was significantly more impaired than that of the virus lacking M141. Further analyses revealed that the absence of the pM140 adversely affected pM141 levels by rendering the latter protein unstable. Since the replication defect due to deletion of M140 was more profound than could be explained by the reduced half-life of pM141, pM140 must exert an additional, independent function in mediating efficient replication of MCMV in macrophages and spleen tissue. These data indicate that the US22 genes M140 and M141 function both cooperatively and independently to regulate MCMV replication in a cell type-specific manner and, thus, to influence viral pathogenesis.The US22 genes of cytomegalovirus (CMV) are members of a multigene family unique to the betaherpesviruses. This gene family is characterized by the presence of one, two, three, or four conserved motifs (4,7,8,12,24,25,27). Consensus sequences for motifs I and II have been identified, and they contain short stretches of hydrophobic and charged residues. The less-well-defined motifs III and IV also have stretches of nonpolar residues. At the left end of betaherpesvirus genomes is a cluster of US22 family genes that exhibit homology among human CMV (HCMV) genes (UL23, UL24, UL28, and UL29), murine CMV (MCMV) genes (M23, M24, m25.1, and m25.2), and human herpesvirus 6 (HHV-6) or HHV-7 genes (U2, U3, U7, and U8). Farther downstream are HCMV US22 genes UL36 and UL43, which are respectively homologous to M36 and M43 in MCMV and to U16/17 and U25 in HHV-6 or HHV-7. At the right end of the MCMV genome is US22 gene M128 (ie2), which is homologous to the HHV-6 or HHV-7 U95 gene. Finally, at the far right end of the HCMV and MCMV genomes lies another cluster of US22 genes not present in HHV-6 or HHV-7. They are HCMV genes US22, US23, US24, US26, and IRS1/TRS1 and homologous MCMV genes M139, M140, M141, m142, and m143.At least two US22 genes within each betaherpesvirus genome appear to function as transcriptional transactivators of heterologous promoters. These include HCMV immediateearly (IE) genes UL36 ...