c Molecular regulation of HIV transcription is a multifaceted process dictated in part by the abundance of cellular transcription factors that induce or repress HIV promoter activity. -Catenin partners with members of the T cell factor (TCF)/LEF transcription factors to regulate gene expression. The interaction between -catenin and TCF-4 is linked to inhibition of HIV replication in multiple cell types, including lymphocytes and astrocytes. Here, we evaluated the molecular mechanism by which -catenin/ TCF-4 repress HIV replication. We identified for the first time multiple TCF-4 binding sites at ؊336, ؊143, ؉66, and ؉186 relative to the transcription initiation site on the HIV long terminal repeat (LTR). Two of the sites (؊143 and ؉66) were present in approximately 1/3 of 500 HIV-1 isolates examined. Although all four sites could bind to TCF-4, the strongest association occurred at ؊143. Deletion and/or mutation of ؊143, in conjunction with -catenin or TCF-4 knockdown in cells stably expressing an LTR reporter construct, enhanced basal HIV promoter activity by 5-fold but had no effect on Tat-mediated transactivation of the HIV LTR. We also found that TCF-4, -catenin, and the nuclear matrix binding protein SMAR1 tether at the ؊143-nucleotide (nt) site on the HIV LTR to inhibit HIV promoter activity. Collectively, these data indicate that TCF-4 and -catenin at ؊143 associate with SMAR1, which likely pulls the HIV DNA segment into the nuclear matrix and away from transcriptional machinery, leading to repression of basal HIV LTR transcription. These studies point to novel avenues for regulation of HIV replication by manipulation of -catenin signaling within cells.