The HIV-1 envelope (Env) glycoprotein, a trimer of gp120-gp41 heterodimers, relies on conformational flexibility to function in fusing the viral and host membranes. Fusion is achieved after gp120 binds to CD4, the HIV-1 receptor, and a coreceptor, capturing an open conformational state in which the fusion machinery on gp41 gains access to the target cell membrane. In the well-characterized closed Env conformation, the gp120 V1V2 loops interact at the apex of the Env trimer. Less is known about the structure of the open CD4-bound state, in which the V1V2 loops must rearrange and separate to allow access to the coreceptor binding site. We identified two anti-HIV-1 antibodies, the coreceptor mimicking antibody 17b and the gp120-gp41 interface-spanning antibody 8ANC195, that can be added as Fabs to a soluble native-like Env trimer to stabilize it in a CD4-bound conformation. Here, we present an 8.9-Å cryo-electron microscopy structure of a BG505 Env-sCD4-17b-8ANC195 complex, which reveals large structural rearrangements in gp120, but small changes in gp41, compared with closed Env structures. The gp120 protomers are rotated and separated in the CD4-bound structure, and the three V1V2 loops are displaced by ∼40 Å from their positions at the trimer apex in closed Env to the sides of the trimer in positions adjacent to, and interacting with, the three bound CD4s. These results are relevant to understanding CD4-induced conformational changes leading to coreceptor binding and fusion, and HIV-1 Env conformational dynamics, and describe a target structure relevant to drug design and vaccine efforts.T he HIV-1 envelope (Env) glycoprotein, a trimer of gp120-gp41 heterodimers, mediates recognition of host receptors and fusion of the viral and target cell membranes (1). Structural flexibility of HIV-1 Env is required for its function in membrane fusion; thus, Env exists in multiple conformational states on the surface of virions (2). Fusion involves several steps: The gp120 portion of Env trimer first binds to the host receptor CD4 to capture a conformational state of Env that exposes the binding site for an HIV-1 coreceptor (CCR5 or CXCR4), which, in turn, leads to gp41-mediated fusion of the viral and host cell membranes. CD4-induced conformational changes within the Env trimer are incompletely understood. The binding of soluble CD4 (sCD4) produces little to no changes in the structures of gp120 cores (gp120 monomers with truncations in the N and C termini and variable V1V2 and V3 loops) (3), but results in rotation of the gp120 protomers within virion-bound Env trimers to create an open conformation distinct from the closed conformation of unliganded virion-bound trimers (4). Single-particle electron microscopy (EM) structures of recombinant native-like soluble Env gp140 trimers (SOSIPs) confirmed that they can adopt the same closed and open architectures as virion-bound Env trimers (5-7), thus the SOSIP substitutions (introduction of a disulfide bond linking gp120 to gp41 and an Ile→Pro mutation in gp41; ref. The closed co...