During the acute phase of growth of Listeria monocytogenes in spleen and lymph nodes, the infective foci consist of macrophages and neutrophils accompanied by extensive death of lymphocytes. Many of the lymphocytes die by apoptosis. The lesions are found by 48 hours after infection and can regress with time. Depending on the dose, the infected foci can be restricted to the thymus-dependent areas or can occupy the entire lymphoid tissue. The Listeria in the lesions are primarily found inside macrophages, but a few are extracellular amid cellular debris. Lymphocyte death appears to be an obligatory step in primary Listeria infection, the extent of which is controlled by the early restriction of Listeria growth by the innate cellular system.