Epstein-Barr virus (EBV) is unusual among DNA tumour viruses in that the virus particle is able to infect and immortalize resting cells with very high efficiency. Mutation of the viral genome has indicated that at least six viral genes (LMP-1 and EBNAs 1, 2, 3A, 3C and LP) are essential for immortalization. We demonstrate that the activation of a G1 cyclin, cyclin D2, is an early event following infection with EBV and that cyclin D2 activation is dependent on the expression of viral genes. The different levels of cyclin D2 transcripts in Burkitt's lymphoma cell lines expressing different subsets of EBV immortalizing genes suggest an involvement of EBNA-2 or EBNA-LP in cyclin D2 regulation. By exposing resting primary B cells to a purified preparation of the EBV surface glycoprotein gp340, we have been able to achieve efficient expression of plasmid DNAs introduced by electroporation. Vectors encoding two viral genes, EBNA-2 and EBNA-LP, are sufficient to activate the expression of cyclin D2 in this system. Thus, the progression of resting B lymphocytes into the G1 phase of the cell cycle can be reconstituted in the absence of virus by the cooperation of two of the six viral genes required for immortalization.