The human immunodeficiency virus type 1 (HIV-1) Tat protein is essential for viral replication and stimulates transcription of the integrated provirus by recruiting the kinase complex TAK/P-TEFb, composed of cyclin T1 (CycT1) and Cdk9, to the viral TAR RNA element. TAK/P-TEFb phosphorylates the RNA polymerase II complex and stimulates transcriptional elongation. In this report, we investigated the regulation of TAK/P-TEFb in primary human macrophages, a major target cell of HIV infection. While Cdk9 levels remained constant, CycT1 protein expression in freshly isolated monocytes was very low, increased early during macrophage differentiation, and, unexpectedly, decreased to very low levels after about 1 week in culture. The kinase activity of TAK/P-TEFb paralleled the changes in CycT1 protein expression. RNA analysis indicated that the transient induction of CycT1 protein expression involves a posttranscriptional mechanism. In transient transfection assays, the ability of Tat to transactivate the HIV long terminal repeat (LTR) in the late differentiated macrophages was greatly diminished relative to its ability to transactivate the HIV LTR in early differentiated cells, strongly suggesting that CycT1 is limiting for Tat function in late differentiated macrophages. Interestingly, lipopolysaccharide, a component of the cell wall of gram-negative bacteria, reinduced CycT1 expression late in macrophage differentiation. These results raise the possibility that regulation of CycT1 expression may be involved in establishing latent infection in macrophages and that opportunistic infection may reactivate the virus by inducing CycT1 expression.The two major cell types targeted by human immunodeficiency virus type 1 (HIV-1) are helper T cells and macrophages, as these cell types express CD4 and a chemokine receptor, either CCR5 or CXCR4, on their surfaces. CD4 is the primary receptor for the virus, while CCR5 or CXCR4 serves as a coreceptor that mediates fusion of the enveloped virion with the cell membrane. In most individuals, HIV-1 infection leads to an inevitable erosion of the immune system and development of AIDS. Analyses of patients treated with drugs that effectively block HIV-1 replication in vivo have revealed that infected CD4 ϩ T cells produce the majority (Ͼ90%) of virus during the prolonged infection period before the onset of AIDS (reviewed in reference 4). These infected CD4 ϩ T cells are short-lived, with a half-life estimated to be Ͻ1 day due to direct cytopathic effects of infection and to clearance of infected cells by immune-mediated mechanisms, especially that of cytotoxic CD8 ϩ T lymphocytes. A second population of productively infected cells has a half-life estimated to be 1 to 4 weeks; this population produces a few percent of virus in infected individuals prior to AIDS. Although the nature of this longer-lived population of infected cells is uncertain, macrophages are a likely candidate cell type, as they are resistant to the cytopathic effects of infection in vitro and the half-life of tissue ma...