Over 40 different human immunodeficiency virus type 1 (HIV-1) mRNAs are produced by alternative splicing of the primary HIV-1 RNA transcripts. In addition, approximately half of the viral RNA remains unspliced and is used as genomic RNA and as mRNA for the Gag and Pol gene products. Regulation of splicing at the HIV-1 3 splice sites (3ss) requires suboptimal polypyrimidine tracts, and positive or negative regulation occurs through the binding of cellular factors to cis-acting splicing regulatory elements. We have previously shown that splicing at HIV-1 3ss A1, which produces single-spliced vif mRNA and promotes the inclusion of HIV exon 2 into both completely and incompletely spliced viral mRNAs, is increased by optimizing the 5 splice site (5ss) downstream of exon 2 (5ss D2). Here we show that the mutations within 5ss D2 that are predicted to lower or increase the affinity of the 5ss for U1 snRNP result in reduced or increased Vif expression, respectively. Splicing at 5ss D2 was not necessary for the effect of 5ss D2 on Vif expression. In addition, we have found that mutations of the GGGG motif proximal to the 5ss D2 increase exon 2 inclusion and Vif expression. Finally, we report the presence of a novel exonic splicing enhancer (ESE) element within the 5-proximal region of exon 2 that facilitates both exon inclusion and Vif expression. This ESE binds specifically to the cellular SR protein SRp75. Our results suggest that the 5ss D2, the proximal GGGG silencer, and the ESE act competitively to determine the level of vif mRNA splicing and Vif expression. We propose that these positive and negative splicing elements act together to allow the accumulation of vif mRNA and unspliced HIV-1 mRNA, compatible with optimal virus replication.Human immunodeficiency virus type 1 (HIV-1) primary RNA transcripts are alternatively spliced, to generate over 40 different mRNAs of three different size classes, unspliced ϳ9-kb mRNAs, incompletely spliced ϳ4-kb mRNAs, and completely spliced ϳ1.8-kb mRNAs ( Fig. 1) (for a review, see reference 28). The unspliced viral RNA is used as genomic RNA and as mRNA for the Gag and Pol gene products (for a review, see reference 7). The incompletely spliced size class includes mRNAs for Vif, Vpr, single-exon Tat, and Env/Vpu, and the completely spliced size class includes mRNAs for twoexon Tat, Rev, and Nef. Four different 5Ј splice sites (5Јss) and eight different 3Ј splice sites (3Јss) are used to produce the different alternatively spliced HIV-1 mRNAs, which are present in different amounts in the infected cells (21). The locations and sequences of most of these splice sites are highly conserved in all clades of group M HIV-1 and in HIV-1 strains in groups N and O. The extent to which these 5Јss and 3Јss are used is dependent on the relative strengths of the splice sites and on the presence of cis splicing elements within the viral genome. The cis elements within the HIV-1 genome include both exonic splicing silencers (ESS) and intronic splicing silencers (ISS) and exonic splicing enhancers...