HBI is a recombinant avian retrovirus with novel pathogenic properties that was derived from the myc-containing virus MC29. In contrast to MC29, which causes endotheliomas in chickens, HBI induces lymphoid tumors. The results of molecular cloning and nucleotide sequencing of HBI reported here show that the virus contains sequences derived from both c-myc and ring-neck pheasant virus, in addition to MC29. The 3' half of the myc gene was largely replaced by c-myc sequences, and most of the long terminal repeat and gag regions were replaced by ring-neck pheasant virus sequences. The long terminal repeat contained a triplicate sequence which was homologous to the core enhancer sequence of the simian virus 40 72-base-pair repeat. The significance of these changes in relation to the unusual biological properties of the virus are discussed.