The ultrastructural features of AA-2 cells infected with either of two strains of simian immunodeficiency virus (SIVMne-E11S or SIVSMM-PBj) were examined by scanning electron microscopy (SEM). Transformed CD4+ human B lymphocytes (AA-2) were inoculated with SIV and observed at 2, 4, and 7 days post-inoculation (dPI). Infected AA-2 cells were distinguished by the progressive loss of microvilli, and variable numbers of free or protruding spherical particles measuring 90-120nm in diameter along the cell surface. Syncytial cell formation (complexes of fused cells) and necrotic cells were evident at each time point with the most numerous observations at 7 dPI. While the distribution and severity of the viral induced changes increased with time and affected virtually all cells by 7 dPI, the alterations were detected sooner and were more pronounced in SIVSMM-PBj infected cells. This finding is consistent with the in vivo data from primate studies using the same strains of SIV. Syncytial cells exhibited slight to moderate indentations which appeared to coincide with the boundaries of individual cells forming the complex. The plasma membrane of syncytial cells was relatively smooth and lacked microvilli. Spherical particles and buds protruding from the plasma membrane were predominate features of syncytial cell surfaces. By the employment of antisera generated against whole SIVMne-E11S, both transmission and scanning immunoelectron microscopy confirmed the identity of the spherical structures as free and budding SIV virions.