Extracellular matrix (ECM)-cell interactions are essential for the regulation of many genes in differentiated cell types. A number of expression vectors that work well in cells cultured on tissue-culture plastic appear to be inactive or sporadically active in vivo. We reasoned that these responses also may be influenced by the ECM. We therefore examined three commonly used viral enhancers and found that they all responded either positively or negatively to the presence of exogenous ECM. Using mouse mammary epithelial cells, we found that a mouse mammary tumor virus enhancer linked to its own promoter or to a truncated (and by itself inactive) beta-casein promoter drove transcription efficiently only when the cells were in contact with an ECM (more than a 100-fold induction over tissue-culture plastic). Similarly, the cytomegalovirus enhancer was more active in cells in contact with ECM. In contrast, the simian virus 40 enhancer, linked to the beta-casein promoter, was 12-fold more active in cells on tissue-culture plastic. This activity was strongly reduced when the cells interacted with ECM. Thus, we conclude that different enhancers can respond to ECM by either activating or suppressing transcription. This observation has important implications for understanding the mechanisms of promoter action and for designing expression systems for use in gene therapy.