The mechanism by which HIV infects astrocytes is not known. We used the simian virus 40 (SV40)-transformed human astrocyte cell line, SVG-A, to investigate HIV infection of astrocytes. We previously reported that SVG-A cells are susceptible to low levels of CD4/CXCR4-independent infection by an X4 strain of HIV-1. Infection was greatly increased when the prototypical X4 receptors, CD4 and CXCR4, were expressed on the SVG-A cells (SVGCD4-X4). These data suggest that HIV-1 enters astrocytes by a novel mechanism that is inefficient compared with CD4/CXCR4-mediated entry. In this article, we report high levels of early viral gene expression in both SVG-A and SVGCD4-X4 cells once the HIV entry pathway is circumvented. These data indicate that HIV-1 infection of SVG-A cells is restricted by inefficient viral entry rather than by post-entry events. As we were unable to detect infection of nontransformed primary astrocytes, we investigated whether SV40 transformation affects the susceptibility of astrocytes to HIV infection. To study this, we transformed primary fetal and adult astrocytes with the same origin-defective SV40 mutant that was used to transform the SVG-A cell line. We found that SV40 transformation did not alter the susceptibility of astrocytes to HIV infection. Furthermore, high levels of early viral gene expression were detected in these cells once the HIV entry process was by-passed. Taken together, the results of these studies indicate that HIV infection of human astrocytes is restricted by inefficient viral entry.