APOBEC3G and APOBEC3F are cytidine deaminase with duplicative cytidine deaminase motifs that restrict HIV-1 replication by catalyzing C-to-U transitions on nascent viral cDNA. Despite 60% protein sequence similarity, APOBEC3F and APOBEC3G have a different target consensus sequence for editing, and importantly, APOBEC3G has 10-fold higher anti-HIV activity than APOBEC3F. Thus, APOBEC3F and APOBEC3G may have distinctive characteristics that account for their functional differences. Here, we have biochemically characterized human APOBEC3F and APOBEC3G protein complexes as a function of the HIV-1 life cycle. APOBEC3G was previously shown to form RNase-sensitive, enzymatically inactive, high molecular mass complexes in immortalized cells, which are converted into enzymatically active, low molecular mass complexes by RNase digestion. We found that APOBEC3F also formed high molecular mass complexes in these cells, but these complexes were resistant to RNase treatment. Further, the N-terminal half determined RNase sensitivity and was necessary for the high molecular mass complex assembly of APOBEC3G but not APOBEC3F. Unlike APOBEC3F, APOBEC3G strongly interacted with cellular proteins via disulfide bonds. Inside virions, both APOBEC3F and APOBEC3G were found in viral cores, but APOBEC3G was associated with low molecular mass, whereas APOBEC3F was still retained in high molecular mass complexes. After cell entry, both APOBEC3F and APOBEC3G were localized in low molecular mass complexes associated with viral reverse transcriptional machinery. These results demonstrate that APOBEC3F and APOBEC3G complexes undergo dynamic conversion during HIV-1 infection and also reveal biochemical differences that likely determine their different anti-HIV-1 activity.