CD8 T cell responses play an important role in protection against intracellular parhogens. Memory CD8 T cells mediate rapid clearance of pathogens upon secondary infection owing to their elevated frequency, ready localization to peripheral sites of infection and their ability to rapidly expand and mount effector functions. Such potent long-lasting protective memory CD8 T cells develop in acute infections where antigen is effectively cleared. In contrast, chronic infections with persistently high viral loads are characterized by CD8 T-cell dysfunction. In this chapter we present our current understanding of signals and mechanisms that regulate the development of functional long-lived memory CD8 T cells during acute infections. This is discussed in the context of proposed models of memory differentiation and compared with CD8 T-cell exhaustion and altered T-cell homeostasis, as occurs during persistent viral infections.