Thirty-three out of 39 cynomolgus monkeys (Macaca fascicularis) infected with SIVsm (strain SMM-3) developed various pathologies similar to those seen in human AIDS. Lymphadenopathy was frequently seen (72%) and was characterized by hyperplasia followed by involution of follicle/germinal centres due to follicular dendritic cell (FDC) destruction corresponding to the degree of immunodeficiency. Various organs such as the lungs, liver, central nervous system, kidneys, gastrointestinal tract, cardiovascular system and adrenals showed histopathological changes with prominent monocyte/macrophage and multinucleated giant cell formation. Eighteen (54%) monkeys presented with extranodal malignant lymphoma (ML) associated with marked CD4 decrease and destruction of follicular architecture. The high frequency of ML, giant cell disease and lymph node changes seen in the present SIV model provides an attractive system to elucidate the role of FDC and monocytes/macrophages in the pathogenesis of these conditions in common with HIV infection and human AIDS.