HIV is a predominantly sexually transmitted infection that has infected over 60 million people and been responsible for 60 million deaths. To date, non-antiretroviral microbicides have failed to prevent HIV acquisition, or even increased it. This is likely because HIV preferentially infects activated immune cells (CD4+ T cells), taking advantage of the body’s attempts to defend itself. Therefore, relative immunoquiescence, as opposed to immune activation, may be protective. I hypothesized that men who are biologically more susceptible to HIV would have increased foreskin CD4 T cell activation, while the opposite would be true of men who are relatively resistant. The foreskin has recently been identified as a major site of HIV acquisition, but little previous research has been performed on this tissue. I therefore developed novel techniques to isolate viable, immunologically functional T cells from foreskin tissue. I then worked with the Rakai Health Sciences Program in Uganda to identify men undergoing elective circumcision who are HIV-Exposed but have remained SeroNegative (HESN, relatively resistant to HIV), and men with Herpes Simple Virus-2 infection (HSV-2+, relatively susceptible to HIV). I collected sub-preputial swabs and foreskin tissue from these men, and characterized numerous immune parameters in their samples. I found that HSV-2+ men had an increased relative abundance of CD4 T cells co-expressing the HIV receptor CCR5. In contrast, I found that HESN men had a decreased relative abundance of activated T cells (CD4/8 T cells producing TNFα) and Th17 cells (a pro-inflammatory T cell subset known to be particularly susceptible to HIV). Additionally, foreskin secretions from HESN men were more likely to have antibodies (IgA) able to neutralize HIV, and had more innate anti-viral peptides. I therefore propose HIV resistance may be driven by decreased T cell activation in genital tissue, in combination with increased secretion of anti-HIV immune proteins.Ph