The first use of lentiviral vectors in humans involved transduction of mature T-cells with an human immunodeficiency virus (HIV)-derived env antisense (envAS) vector to protect cells from HIV infection. In that study, only a minority of the patient T-cell population could be gene-modified, raising the question of whether the altered cells could affect replicating HIV populations. We investigated this using humanized NOD/SCID IL-2Rgamma(null) (hNSG) mice reconstituted with approximately 4-11% envAS-modified human T-cells. Mice were challenged with HIV-1(NL4-3), which has an env perfectly complementary to envAS, or with HIV-1(BaL), which has a divergent env. No differences were seen in viral titer between mice that received envAS-modified cells and control mice that did not. Using 454/Roche pyrosequencing, we analyzed the mutational spectrum in HIV populations in serum-from 33 mice we recovered 84,074 total reads comprising 31,290 unique sequence variants. We found enrichment of A-to-G transitions and deletions in envAS-treated mice, paralleling a previous tissue culture study where most target cells contained envAS, even though minority of cells were envAS-modified here. Unexpectedly, this enrichment was only detected after the challenge with HIV-1(BaL), where the viral genome would form an imperfect duplex with envAS, and not HIV-1(NL4-3), where a perfectly matched duplex would form.