Transgenic mice carrying the activated c-neu oncogene under the control of the mouse mammary tumor virus (MMTV) long terminal repeat were produced. Epithelial hyperplasia of epididymis, seminal vesicles, and salivary glands, and dysplasia of harderian glands, were induced. Moreover, in females of our four lines, independent but multiple mammary tumors arose asynchronously, between 5 and 10 months of age, as stochastic events. Histologically, poorly differentiated adenocarcinomas, with intratumor necrosis and calcifications, arose adjacent to morphologically normal epithelium. High transgene expression was detected in all mammary tumors tested and in normal mammary glands before the appearance of the tumors. Together these results suggest that the expression of the activated c-neu oncogene was necessary but not sufficient to induce malignant transformation of the mammary epithelial cells. These tumors appear to be an adequate model for human breast cancers overexpressing c-neu.