Publications from our laboratories have recently described a series of 3-thioaryl substituted- 4-hydroxy-pyrones1 as HIV protease inhibitors. The current work examines the analogous 5, 6-dihydro-2H-pyran-2-ones with 6, 6-substitutions focusing on the use of 1°, 2°, and 3° alkyl amides of various chain lengths to fill the S1 through S3 enzyme pockets.