The human cytidine deaminase APOBEC3G (A3G) is an innate restriction factor that inhibits human immunodeficiency virus, type 1 (HIV-1) replication. Regulation of A3G gene expression plays an important role in this suppression. Currently, an understanding of the mechanism of this gene regulation is largely unknown. Here, we have identified and characterized a TATA-less core promoter with an NFAT/ IRF-4 composite binding site that confers cell type-specific transcriptional regulation. We found that A3G expression is critically dependent on NFATc1/NFATc2 and IRF-4. When either NFATc1 or NFATc2 and IRF-4 were co-expressed, A3G promoter activity was observed in cells that normally lack A3G expression and expression was not detected in the presence of the individual factors. This induced A3G expression allowed normally permissive CEMss cells to adopt a nonpermissive state, able to resist an HIV-1⌬vif challenge. This represents the first reporting of manipulating the restrictive state of a cell type via gene regulation. Identification of NFAT and IRF family members as critical regulators of A3G expression offers important insight into the transcriptional control mechanisms that regulate innate immune responses and identifies specific targets for therapeutic intervention aimed at effectively boosting our natural immunity, in the form of a host defensive factor, against HIV-1.Human A3G is an innate immune resistance factor for a broad range of retroviruses. The gene is expressed in hematopoietic cell populations, lymphoid tissues, and selected established T cell lines (1). The A3G protein restricts human immunodeficiency virus, type 1 (HIV-1) 2 infection by accessing the budding virion and disrupting the reverse transcription of HIV-1 RNA in target cells. The post-entry block impairs initiation (2), inhibits transcript elongation (3), and induces Gto-A hypermutation in the nascent viral cDNA through cytidine deamination (4 -7). HIV-1 Vif potently counteracts this restriction in the producer cell by targeting A3G to the proteasome, thereby preventing incorporation of A3G into the virus particle (8 -11). The mechanism for producer cell mediated A3G restriction and HIV-1 Vif counteraction have been extensively studied and characterized (12) and the Vif:A3G regulatory circuit is one of the most interesting examples of how cellular restriction factors participate in the exertion of a powerful intracellular defense mechanism.A3G mRNA and protein levels vary across both developmental and differentiation transitions, and these differences influence the restrictive capacity of the particular cell type. Decreased A3G expression and susceptibility to HIV-1 occurs during differentiation of human monocytes to monocyte-derived macrophages (13). Conversely, increased A3G expression with enhanced resistance to HIV-1 occurs during dendritic cell maturation (14). Finally, decreased levels of A3G have been noted in the CD4 ϩ T helper 2 (Th2) subset, compared with T helper 1 (Th1) cells (15). Taken together, these observations suggest that ...