Lymphoid neoplasms associated with acquired immune deficiency syndrome (AIDS) are mostly of B-cell type and rarely of T-cell origin. The authors report a case of a homosexual HIV antibody-positive, HTLV-1 antibody-negative man who developed T-lymphoproliferative disorder (TGLD) after he experienced a viral-like illness. The lymphoproliferative disorder was characterized by increased peripheral blood large granular lymphocytes (LGL) with azurophilic granules (natural killer [NK] cells) which had limited antigen expression: CD2+, CD3-, CD4-, CD8-, CD16+, NKH-1-. The LGL failed to express T-cell or T-cell-related antigens, with the exception of CD2. No functional or gene rearrangement studies were performed on the patient's lymphocytes. However, the results of immunophenotyping, including CD25, W26, and HLA-DR, were suggestive of an inactive state, and the negative finding for CD3 antigen was consistent with unarranged gene T-cell receptors. This is the first reported case of TGLD in an HIV antibody-positive patient.