The World Health Organization estimates by the year 2000 that the cumulative total of HIV-1 infected adults and children will be about 30 million worldwide. Disease of the central nervous system (CNS) in association with AIDS is common. 20-30% of AIDS patients will develop varying degrees of cognitive and motor deficits designated the “AIDS dementia Complex (ADC)” or “HIV-1-associated cognitive/motor deficit”. Progression of symptoms is usually slow and irregular. In the end-stage, the patient is severely impaired with mutism, incontinence and prominent motor impairment. Neuroradiologic studies show generalized cortical atrophy and diffuse white matter changes. HIV can be cultured from the CSF. Neurologic involvement in pediatric AIDS is very common with CNS complications usually occurring within the first two postnatal years. Given the severeness of the dementia and motor dysfunction in ADC, one is struck by the paucity of neuropathological features. Hematoxylin and eosin stained sections reveal only three neuropathological features. First, there are small numbers of microglial nodules scattered in the white matter and sometimes in grey matter (Fig. 1). However, microglial nodules occur in virtually all viral infections of the CNS, including CMV micronodular encephalitis in AIDS patients.