Retroviruses are defined by the integration of their reverse-transcribed genome into host cell chromatin. This process enables transcription and translation of viral genes by host cells, ultimately resulting in new viral progeny. However, human immunodeficiency virus type 1 (HIV-1) gene transcription and translation can also occur prior to, or even in the absence of, viral integration (8, 53, 57), since unintegrated, reverse-transcribed viral cDNAs can also serve as a template for transcription (22). Three species of unintegrated HIV cDNAs are found in natural infections; these are linear reverse-transcribed cDNA, which is the template for integration, and 1-long terminal repeat (LTR) and 2-LTR circular forms, which are the products of autointegration or nonhomologous recombination and nonhomologous end-joining events of linear cDNAs, respectively (15, 26, 37). The circular cDNAs were long considered to be “dead end” products, which cannot serve as templates for integration, though it is now understood that unintegrated cDNA can be complemented by superinfecting virus to yield productive infection (17, 39, 53). Transcription of preintegrated HIV-1 cDNA can yield all classes of viral RNA transcripts (25, 37, 52); however, only the accessory and regulatory proteins Nef (18, 58), Tat (2, 14, 46), and Rev (22, 29) are translated in readily detectable amounts, and the full extent of the function of these proteins needs to be further characterized. Differences in transcription between integrated and unintegrated HIV-1 may be due to the fact that unintegrated HIV-1 cDNA is organized into chromatin structures, with histone modifications typical of silenced chromatin (23). Additionally, the low levels of Rev synthesized prior to integration may also limit the translation of unspliced viral RNA transcripts and ultimate expression of late gene products (58). Studies of integrase-defective HIV-1 mutants that bear mutations in the catalytic D(64)D(116)E(152) triad of integrase have been particularly useful in the study of preintegration transcription (18, 36). Indeed, patterns of transcription and translation arising from unintegrated DNA following infection with D116N mutated HIV-1 are identical to those observed from preintegrated viral DNA and in infections of T-cell lines, activated CD4+ T cells, resting T cells, and macrophages (25, 56, 58). Transcription and translation from unintegrated cDNA following use of integrase strand transfer inhibitors (INSTIs) are also indistinguishable from those seen with preintegrated virus or integrase-defective virus (21, 58). 2-LTR circles were previously proposed as a likely transcriptional template, as their levels were found to be elevated when viral integration was inhibited (14, 21). Moreover, a novel viral transcript spanning the LTR-LTR junction was detected, demonstrating that 2-LTR circles can act as a transcriptional template (7). In contrast, a recent study calculated that there were insufficient levels of 2-LTR circles to account for the numbers of cells bearing transcriptionally active preintegrated virus (22, 54, 55). Translation of nef, tat, and rev from preintegrated templates has been linked to a number of cellular effects which aid viral infection. For example, preintegration translation of tat and nef has been shown to increase the activation state of resting T cells, making them more amenable to productive infection (58). Preintegration translation of nef has been linked to reduced cell surface expression of CD4 in primary T cells and T cell lines (18, 36), and we have recently demonstrated that the CXCR4 and CCR5 coreceptors are also affected in this manner (45). In a study of macrophages, transcription of preintegrated HIV-1 cDNA was also linked to altered patterns of cytokine expression (25). CD8+ cytotoxic T-lymphocytes (CTLs) play a central role in the adaptive immune response to control HIV-1, as they recognize viral antigens presented through major histocompatibility complex class I (MHC-I) on infected cells and can limit infection either by direct lysis (5) or through release of inhibitory factors, such as RANTES, MIP-1 alpha, or MIP-1 beta (9). Therefore, modulation of cell surface expression of MHC-I is a common viral immune evasion strategy and avoids the presentation of viral antigens to CTLs, thereby preventing lysis of the infected cell (20). In the case of HIV-1, the virus-encoded protein Nef performs this function (11, 44). Nef downregulates MHC-I by forming a complex with the cytoplasmic tail of MHC-I and the clathrin adaptor AP-1 in the trans-Golgi network (TGN). This allows it to divert normal migration of newly synthesized MHC-I to the cell surface and instead targets it for endosomal degradation (28, 41, 47, 51). However, there is also some evidence that Nef may mediate accelerated endocytosis of MHC-I from the plasma membrane (28), and it has been suggested that cell type differences might also be important (24). HIV-1 Nef can mediate downregulation of the MHC-I/human leukocyte antigen (HLA) HLA-A and HLA-B allotypes, which are recognized by CTLs. In contrast, HIV-1 does not downregulate HLA-C and HLA-E, which is advantageous since a reduction in cell surface expression of these allotypes would lead to natural killer (NK) cell-mediated lysis, as NK cells respond to reduced MHC-I levels (10). We therefore hypothesized that the preintegration translation of nef has the capacity to modulate cell surface MHC-I expression. Here we show that preintegration transcription and translation of nef can modulate cell surface MHC-I in the same manner as when integration occurs. This suggests that transcription from preintegrated viral DNA can influence viral immune evasion even prior to viral integration into the host genome.