Between 1986 and 1988 we studied the spinal cord of 40 patients dying of AIDS. Transverse and longitudinal sections from a minimum of four levels of the spinal cord were examined by means of conventional histology, immunohistochemistry and electron microscopy. Out of 22 cases there were 6 showing a mild, 11 a moderate and 5 a severe myelopathy. Among these cases with severe myelopathy, vacuolar degeneration of the posterior, lateral, and anterior columns of the white matter, which are typical findings of vacuolar myelopathy (VM), were present. Cervical and thoracic cords were affected in all cases, the lumbal cord, however, in only two. Fusiform vacuoles, 30 to 180 microns in diameter and 200 to 500 microns in length, could be seen rising between the axolemma and the myelin sheath. Most of them were still containing an axon cylinder. Foamy phagocytic cells, phagocytosing axons of apparently preserved structure were found within the vacuoles. These foamy macrophages contained rests of axons in their cytoplasm. However, only one case with severe tissue disruption exhibited myelin debris as well. Our morphological findings suggest that in VM of AIDS a process of phagocytosis directed against the axon cylinders occurs simultaneously with vacuolar degeneration of the white matter of the spinal cord. The results suggest furthermore that VM, especially its moderate form, appears to be a more frequent condition than previously assumed.