Guinea pigs infected by low dose aerosol with the H37Rv strain of Mycobacterium tuberculosis rapidly developed granulomatous lesions in the pulmonary parenchyma and within the intra-thoracic hilar lymph node cluster. Lung lesions showed no predilection for specific lobes and were perivascular, peribronchial and peribronchiolar throughout the subpleural, hilar and pulmonary parenchyma. Marked hilar lymph node enlargement was due to coalescing foci of subcapsular, paracortical and medullary granulomatous inflammation that progressed to necrosis that effaced normal lymph node architecture. Lymph node lesions became severe and progressed more rapidly than pulmonary lesions. Immunization with BCG 6 weeks prior to infection significantly reduced the lung and lymph node lesion burden as well as the progression to necrosis in both tissues. Lymph node inflammation in BCG immunized animals partially resolved and was replaced by fibroblasts and fibrous connective tissue while lesions from non-immunized animals continued to progress to necrosis. We discuss here the observation that the distribution and progression of lung and lymph node lesions in the guinea pig aerosol model of tuberculosis have considerable similarity to the naturally occurring disease in children.