Caveolin 1 (Cav-1), the scaffold protein of a specific membrane lipid raft called caveolae, has been reported to suppress HIV-1 replication. However, the mechanism by which Cav-1 inhibits HIV replication remains unclear. In this study, we investigated the mechanism by which Cav-1 inhibits HIV replication at the level of gene expression. Our results show that Cav-1 represses viral gene expression and that this suppression involves the NF-B pathway. We used several approaches in different cell types, including primary CD4 Caveolae are flask-shaped small invaginations, 50 to 100 nm in diameter, on the plasma membrane that are highly enriched in cholesterol, phospholipids, and sphingolipids and are abundant in various cell types (43,46,54,55,61). These organelles provide scaffolding for compartmented cellular processes and participate in multiple cellular functions, including endocytosis, transcytosis, cholesterol transport, suppression of cell transformation, and signal transduction (15,16,29,32,33,42,46,47,53,60). The caveolae structure is composed of proteins known as caveolins (Cav), and three types (Cav-1, Cav-2, and Cav-3) have been identified (27,42). Cav-1 is the major coat protein responsible for caveolae assembly (14, 28) and is highly expressed in quiescent or terminally differentiated cells, including dendritic cells and monocyte/macrophages (17,19,36,43,46,51,54,55,61). The Cav-1 protein is generally believed to be absent from lymphocytes. This protein can positively or negatively regulate signaling by interacting directly or indirectly with caveolae-resident proteins (6,7,18,36,46,50,60).The caveolin scaffolding domain (CSD), residues 82 to 101 in Cav-1, is essential for both caveolin oligomerization and the interaction of caveolins with other proteins (11). Interactions with other proteins through the CSD help provide coordinated and efficient signal transduction (51, 60). The CSD serves as a receptor for binding proteins containing sequence motif X XXXX, XXXXXX, or XXXXXXX ( representing any aromatic amino acid and X any other amino acid) (11). By using the CSD domain as a receptor, a conserved Cav-1 binding motif, WNNMTWMQW, is identified in the ectodomain (the C-terminal heptad repeat region) of human immunodeficiency virus type 1 (HIV-1) transmembrane envelope glycoprotein gp41 (21,23). This motif in the HIV Env has been shown to interact specifically with the CSD domain of Cav-1. Our group revealed the interaction of cellular Cav-1 and HIV Env (via gp41) within the lipid rafts and further demonstrated that Cav-1 modulates Env-induced bystander apoptosis through the interaction with gp41, as well as fusion mediated by HIV Env (58). We have also shown that HIV infection in primary human monocyte-derived macrophages (MDMs) results in a dramatic upregulation of Cav-1 expression mediated by HIV Tat (31). The overexpression of Cav-1 significantly inhibits HIV replication (31, 34), implicating Cav-1 as playing a role in HIV's persistent infection of macrophages. However, the mechanism by which Cav-1 inh...