Alternative splicing of the human immunodeficiency virus type 1 (HIV-1) genomic mRNA produces more than 40 unique viral mRNA species, of which more than half remain incompletely spliced within an HIV-1-infected cell. Regulation of splicing at HIV-1 3 splice sites (3ss) requires suboptimal polypyrimidine tracts, and positive or negative regulation of splicing occurs through binding of cellular factors to cis-acting splicing regulatory elements. We have previously shown that splicing at HIV-1 3ss A2, which produces vpr mRNA and promotes inclusion of HIV-1 exon 3, is repressed by the hnRNP A/B-dependent exonic splicing silencer ESSV. Here we show that ESSV activity downstream of 3ss A2 is localized to a 16-nucleotide element within HIV-1 exon 3. HIV-1 replication was reduced by 95% when ESSV was inactivated by mutagenesis. Reduced replication was concomitant with increased inclusion of exon 3 within spliced viral mRNA and decreased accumulation of unspliced viral mRNA, resulting in decreased cell-associated p55 Gag. Prolonged culture of ESSV mutant viruses resulted in two independent second-site reversions disrupting the splice sites that define exon 3, 3ss A2 and 5 splice site D3. Either of these changes restored both HIV-1 replication and regulated viral splicing. Therefore, inhibition of HIV-1 3ss A2 splicing is necessary for HIV-1 replication.In contrast to the alternative splicing of most cellular mRNA, splicing of retroviral mRNA results in the cytoplasmic accumulation of incompletely spliced and unspliced viral mRNA. Incompletely spliced viral mRNA is necessary for the expression of the Env, Vpu, Vpr, and Vif proteins, and the accumulation of unspliced viral mRNA is necessary for expression of the gag and pol gene products and also serves as the genomic viral mRNA encapsidated within progeny virions. Completely spliced viral mRNA is required for expression of the regulatory viral proteins Tat, Rev, and Nef. More than 40 unique incompletely and completely spliced viral mRNA species are generated through the alternative splicing of the HIV-1 primary transcript within an HIV-1-infected cell (23,26).HIV-1 3Ј splice sites (3Јss) are used with differing efficiencies in part because viral polypyrimidine tracts (PPT) are interspersed with purines (27, 30), leading to decreased affinity for the essential cellular splicing factor U2AF65 (for a review of cellular splicing see reference 12). In addition, the efficiency of HIV-1 splicing is also regulated by both positive and negative cis elements within the viral genome that act to promote or repress splicing. To date, four exonic splicing silencers (ESS) and one intronic splicing silencer (ISS) have been identified within the viral genome (Fig. 1). Utilization of HIV-1 3Јss A2 by the spliceosome is negatively regulated by ESSV, 3Јss A3 by ESSp and ESS2, and 3Јss A7 by the ISS and ESS3 (2,3,5,16,29,31).We have previously characterized ESSV as a 24-nucleotide