The highly attenuated, replication-deficient, modified vaccinia virus Ankara (MVA) was used to express the fusion (F) and/or hemagglutinin-neuraminidase (HN) glycoproteins of parainfluenza virus 3 (PIV3). Initial recombinant viruses in which the HN gene was regulated by a very strong synthetic earlyllate promoter replicated poorly in permissive chick embryo cells evidently due to toxic levels of the gene product. This result led us to construct and evaluate a modified earlyllate promoter derived from the H5 gene of vaccinia virus. Reporter gene experiments indicated that the enhanced H5 promoter was about five times stronger than the 7.5 promoter used in previous recombinant vaccinia/ PIV3 viruses. Although the overall expression from the modified H5 promoter was less than that of the strong synthetic promoter, early expression, determined in the presence of an inhibitor of DNA replication, was higher. Importantly, recombinant MVA employing the modified H5 promoter to regulate the F or HN gene of PIV3 replicated to high titers in chick cells and expressed functional F or HN proteins as measured by syncytial formation upon dual infection of mammalian cells. Cotton rats inoculated with recombinant MVA expressing F or HN by intramuscular or intranasal routes produced high levels of antibody. The virus expressing HN, however, was the more effective of the two in inducing immunity to PIV3 challenge, reducing PIV3 viral titers in the nasal turbinates by at least 4.7 logs and in the lungs by 3.4 logs, similar to that achieved by immunization with PIV3. These studies support further testing of recombinant MVA/PIV3 viruses as safe and effective candidate vaccines.