Gene expression from retroviral vectors can be driven by either the retroviral long terminal repeat (LTR) promoter or by cellular or viral promoters located internally in an LTR-deleted self-inactivating vector design. Adverse events in a gene therapy clinical trial for X-linked severe combined immune deficiency have led to the realization that the enhancer/promoter elements contained within integrated vectors may also act outside the vector genome to trans-activate host genes. Ideally, the gene expression system chosen for a vector should possess a low probability of trans-activation while still being able to support adequate levels of transgene expression. However, the parameters that define these specific characteristics are unknown. To gain insight into the mechanism of trans-activation, we compared a panel of commonly used retroviral LTRs and cellular and viral promoters for their ability to drive gene expression and to trans-activate a nearby minimal promoter in three different cell lines. These studies identified two elements, the cytomegalovirus enhancer/chicken beta-actin (CAG) and elongation factor (EF)-1alpha promoters, as being of potential value for use in vectors targeting lymphoid cells, as these elements exhibited both high levels of reporter gene expression and relatively low levels of trans-activation in T cells.