Human immunodeficiency virus type 1 (HIV-1) infects CD4؉ T lymphocytes and monocytes/macrophages, incorporating host proteins in the process of assembly and budding. Analysis of the host cell proteins incorporated into virions can provide insights into viral biology. We characterized proteins in highly purified HIV-1 virions produced from human monocyte-derived macrophages (MDM), within which virus buds predominantly into intracytoplasmic vesicles, in contrast to the plasmalemmal budding of HIV-1 typically seen with infected T cells. Liquid chromatography-linked tandem mass spectrometry of highly purified virions identified many cellular proteins, including 33 previously described proteins in HIV-1 preparations from other cell types. Proteins involved in many different cellular structures and functions were present, including those from the cytoskeleton, adhesion, signaling, intracellular trafficking, chaperone, metabolic, ubiquitin/proteasomal, and immune response systems. We also identified annexins, annexin-binding proteins, Rab proteins, and other proteins involved in membrane organization, vesicular trafficking, and late endosomal function, as well as apolipoprotein E, which participates in cholesterol transport, immunoregulation, and modulation of cell growth and differentiation. Several tetraspanins, markers of the late endosomal compartment, were also identified. MDM-derived HIV contained 26 of 37 proteins previously found in exosomes, consistent with the idea that HIV uses the late endosome/multivesicular body pathway during virion budding from macrophages.As an RNA virus with limited coding capacity, human immunodeficiency virus type 1 (HIV-1) subverts cellular pathways and processes to facilitate many aspects of its replication cycle. It is known that a variety of cellular factors are involved in HIV-1 assembly and budding (13,20,42,44). Typically, HIV-1 is observed by electron microscopy to assemble at and bud from the plasma membrane in T cells and the epithelial cell lines that serve as models for HIV-1 assembly studies (23). In contrast, in macrophages, one of the primary target cell populations in vivo, HIV-1 appears to assemble mostly at internal late endosomal and multivesicular body (MVB) membranes and then bud into these vesicular structures, observable in electron micrographs as internal virion-filled compartments (48,54,55,59). After budding into MVB, these virion-laden vesicles are presumably transported to the cell surface and virus is released from the cell by a normal exocytotic fusion of these structures with the plasma membrane, thereby releasing the contents of the MVB (54, 55).To date, the differences in viral and cellular protein interactions involved in assembly and budding at the plasma membrane versus the late endosomal assembly pathway remain unclear. Clues to the location and the mechanism by which HIV-1 buds can be provided by the cellular proteins that are incorporated into virions. In the case of macrophage-derived virus, the presence of HLA class II and other late endosoma...