Residues within the highly conserved C3 region of human and simian immunodeficiency virus (HIV, SIV) envelope proteins (Envs) bind directly to the cellular CD4 receptor. However, substitutions of D385, which is critical for CD4 engagement along with other changes such as G382R, G383R, frequently arise in SIV mac-infected macaques. We investigated the influence of substitutions in the SIVmac and HIV-1 C3 regions on viral entry, dependence on CD4, and replication. Mutations flanking the C3 region such as G382R or V388A enhanced and changes within the C3 region (i.e., G383R or D385N) impaired SIVmac infectivity. Several naturally occurring sequence variations in the SIVmac Env C3 region facilitated CD4-independent membrane fusion but abrogated viral replication, suggesting that efficient infection requires additional changes elsewhere in Env. Substitutions of S365R and D368G in the HIV-1 Env, which correspond to G382 and D385 in SIVmac Env, consistently impaired viral infectivity. In contrast, mutation of D368N resulted in a virus that could not spread in cells expressing low levels of CD4, but which replicated efficiently when high levels of CD4 were expressed. Thus, changes in the C3 region of HIV-1 or SIVmac Env can have differential effects on viral infectivity and CD4-dependency. We conclude that substitutions flanking the C3 region in SIVmac Env such as G382R or V388A represent one step toward adaptation to growth in target cells expressing low CD4 levels, whereas changes within the C3 region that disrupt CD4 binding might indicate the emergence of CD4-independent variants at later stages of infection, which could potentially broaden viral tropism.