There is a significant need for novel HIV therapies given the emergence of viruses resistant to existing drug regimens. The Rev-RRE protein-RNA interaction in HIV plays an essential role in the transport of viral mRNA f rom the nucleus to the cytoplasm where it can be translated or packaged. In preliminary work, two distinct assays targeting the HIV Rev protein identified structurally similar hits possessing a thienopyridine scaffold. Compounds of this class were subseque ntly shown to inhibit HIV replication and to exhibit low toxicity. An expanded study of the thienopyridine class using purchased analogs revealed clear structure-activity relationships (SAR), suggesting a well-defined molecular target and the potential for further improvement in potency through chemical optimization. Here, we propose to conduct a systematic structure-activity study of the thienopyridine family using synthesized analogs and employing a robust panel of antiviral, reporter, and ADME-Tox assays . The initial study of thienopyridines with purchased analogs provided useful information concerning pyridine ring SAR. However, a comprehensive evaluation of these compounds and the identification of the essential pharmacophore imbedded within them will r equire chemical synthesis. Thus, we plan to perform multiple rounds of analog synthesis and screening, allowing emerging SAR to guide further optimization. The successful conclusion of these studies will see the identification of one or more lead chemotype s, thus enabling lead optimization studies in a subsequent phase of work.