The major characteristic lesion observed following spontaneous infection of sheep by the prototype lentivirus, maedi-visna virus (MVV), is a lymphocytic intestitial pneumonia. Similar lesions may be observed with variable frequency following infection of other species by pathogenic lentiviruses, for example in children infected by HIV-1. Further, lentivirus-induced lesions involving organs other than the lungs frequently involve a comparable cellular infiltration. The cellular composition of bronchoalveolar lavage specimens from naturally- or experimentally-infected sheep has been examined with a view to describing the pathological progression of lentivirus-induced lung lesions. The naturally-infected sheep presented advanced lesions typical of 'maedi', while the experimentally-infected newborn lambs permitted the study of early lesions which we refer to as 'pre-maedi'. In both cases there was a considerable infiltration of lymphocytes, predominantly CD8+ in maedi, but with nearly equal numbers of CD4+ cells in pre-maedi. A large proportion of the alveolar lymphocytes in spontaneous maedi, but not in experimentally-infected lambs, express high levels of MHC class II antigen, suggesting an activated phenotype. Activated macrophages, the chief target cells for MVV infection, are also present at this advanced stage of the disease suggesting the involvement of mediators such as IL-8 in the cellular interactions leading to the localization of particular lymphocyte sub-populations in the pulmonary parenchyma during lentiviral disease.