Most orthopoxviruses encode a functional hemagglutinin (HA), which is nonessential for virus growth in cell culture. However, inactivation of the HA gene leads to the formation of polykaryocytes (syncytia) by fusion of infected cells at neutral pH. Fusion is not observed when a functional HA gene is present. Deletion of open reading frames (ORFs) K2, K3, and K4 within the HindIII K fragment of the HA-positive (HA+) vaccinia virus strain WR also led to fusion of cells upon infection at neutral pH. A novel ORF inactivation procedure utilizing the polymerase chain reaction was used to specifically implicate the K2 ORF in this phenomenon. The K2 ORF (the viral SPI-3 gene) encodes a protein resembling serine protease inhibitors (serpins). Inactivation of the SPI-3 gene in any of the HA+ orthopoxviruses tested caused infected cells to fuse in a manner which appeared identical to that seen for HA- mutants, although fusion was most pronounced with cowpox virus. SPI-3-negative strains fused despite the fact that the HA was expressed and processed normally, i.e., cells infected with SPI-3 mutants remained functionally hemadsorption positive, and analysis of the HA protein by Western immunoblot suggested that posttranslational modifications of the HA protein appeared normal. Fusion triggered by SPI-3 mutants, like that for HA- mutants, was inhibited by the monoclonal antibody C3 directed against the vaccinia virus 14-kDa envelope protein. Therefore SPI-3- and HA-mediated fusion share a requirement for the 14-kDa protein, suggesting linkage of the seemingly disparate SPI-3 and HA genes through a common pathway which normally acts to prevent fusion of cells infected with wild-type virus.