Based on immunohistochemistry, in situ hybridization, and electron microscopy, lymphatic tissue changes in human immunodeficiency virus (HIV) and other retroviral infections represent different stages of a dynamic process progressing from hyperplasia to atrophy. The germinal centers (GC) function early as a virus reservoir in both HIV and feline leukemia virus infection, which also produces lymphadenopathy, severe immune impairment, and death from opportunistic infections. Core proteins of HIV can be detected on the surface of follicular dendritic cells, electron microscopy reveals cell-free HIV and virus replication in the same location, and in situ hybridization shows that the majority of cells with mRNA of HIV can be found in germinal centers (GC). Double immunohistochemical labeling of lymphocyte populations suggests that one of the most important events in HIV lymphadenitis with explosive follicular hyperplasia is the accumulation of CD8+CD45R0+ lymphocytes in the lymph nodes. Their clustering in the vicinity of the FDC network could play a key role in disintegration of GC and lymphocyte depletion as the disease progresses.