DNA competition studies have been used to investigate the presence of a repressor of viral enhancer function in F9 mouse embryonal carcinoma cells. The complete polyoma virus enhancer region, cotransfected into F9 cells with the SV40 promoter/enhancer attached to a chloramphenicol acetyl transferase marker gene, induced a small increase in pSV2CAT expression. This can be explained by preferential but weak binding by polyoma sequences of a molecule repressing pSV2CAT transcription. Repressor activity substantially disappeared when the cells were induced to differentiate by retinoic acid. Repressor binding was localised to one half of the polyoma enhancer, but was lost on further fragmentation of this region. It appears that multiple sequence elements may be required for repressor binding and that these are at least partially separable from the complement of elements binding enhancer activating molecules.