Previously we have demonstrated that HIV-1 is capable of selectively transcribing viral early genes such as Nef prior to integration in resting CD4 T cells. This limited activity down-regulates surface CD4, modulates resting T cells and enhances the likelihood of infected T cells to be activated. Given the restrictiveness of resting T cells, it remains unknown whether this limited activity is achieved through a pre-existing T  cell condition or through a viral mediated process, for example, whether the virus is capable of mediating  a cellular condition that permits this limited transcriptional process to occur. We have examined molecular events in resting CD4 T cells following HIV infection and discovered that pre-integration transcription is the results of a series of events primed by HIV. I will present a summary of our data demonstrating critical cellular factors activated by HIV in resting CD4 T cells. I will also discuss their function in HIV infection of resting CD4 T cells.