The authors examined multiple brain sections from 15 autopsy cases of AIDS for the vascular changes, presence of amyloid plaques and signs of axonal damage. The mean patients age was 33.8 years (range 24-48 years). Neuropathological findings included: HIV-specific changes (5), opportunistic infections (7), lymphoma (1) and two cases with nonspecific changes. All sections were stained with hematoxylin-eosin (H-E), selected sections were stained with Masson trichrome, Gomori reticulin, Congo red and thioflavine S method. Two sections from each case were immunostained for the presence of beta-amyloid (4G8). ubiquitin, alpha-smooth muscle actin and CD31. The different forms of vascular changes were found in all cases. The common changes were: lymphocytic perivascular or transmural infiltrations and hyalinization, thickening or fibrosis of the arterial and arteriolar wall. The perivascular space widening up to status lacunaris was a frequent phenomenon in the basal ganglia and deep white matter. Some of the cortical arterioles formed little multiluminal structures. Immunohistochemical examination revealed features of hypertrophy of the vascular muscular layer and signs of the slight endothelial cells proliferation. In three cases 4G8 immunopositive. Congo red and thioflavine S-negative, diffuse beta-amyloid deposits were present in the gray matter, focally their localization was perivascular. Ubiquitin immunoreactivity presented as numerous dot-like structures or focal bundles of positive widened axons in the white matter, spheroids and scattered positive neurons were also found. The authors suggest that some of morphological changes within the brain and consecutive neuropsychological symptoms in AIDS are of the vascular origin. Presence of amyloid plaques and axonal damage are the elements of the complex degenerative and inflammatory process in the brain caused by chronic inflammatory stimulation in HIV infection.