Six lines of transgenic mice harboring the cDNA for polyomavirus large-T antigen (PVLT) linked to the mouse metallothionein-1 promoter were isolated. The transgene was expressed in testes in all lines isolated and in testes and seminal vesicles in two lines. Three lines developed enlarged testes and seminal vesicles. Development of the phenotype was divided into three stages separable by age and pathology. In stage 1, birth to 6 mo, PVLT was expressed in testes but no pathology was noted; in stage 2, 6-10 mo, PVLT was expressed solely in testes and not in seminal vesicles, yet the seminal vesicles were enlarged; and in stage 3, 10 mo and older, both testes and seminal vesicles expressed PVLT and both were enlarged. Testes were up to sevenfold heavier and increased up to fourfold to fivefold in each dimension. Seminal vesicles were enlarged up to 20-fold as the result of an accumulation of seminal vesicle fluid. In addition to the four major proteins of seminal vesicle fluid, extra proteins, initially found in stage 2, were increased in stage 3 seminal vesicle fluid. The Leydig cell was the dominant cell type in affected testes; there were few or no normal Sertoli cells or seminiferous tubules remaining by stage 3. The Leydig cells were physiologically active, as indicated by a 8.5-fold higher testosterone level in sera from stage 3 affected mice compared with sera from age-matched normal males. PVLT was present in the nuclei of the Leydig cells and was able to confer an immortal phenotype in vitro. Formation of the Leydig cell adenoma was dependent on PVLT expression, but since PVLT expression occurred much earlier than did pathology, additional secondary factors must determine the delay in phenotype development.