Alterations of the Central Nervous System (CNS) in rats surviving acute infection with a virulent strain of Venezuelan Equine Encephalitis (VEE) virus were studied by light and electron microscopy. Cavitary necrosis of the cerebral cortex, macrophage activity and degenerative axonal changes were considered to be sequelae of the lesions induced during the acute phase of the infection. Mononuclear cell infiltrates of the neuropil, 3 mth after inoculation, were related to the immune response of the host. Focal lesions and mononuclear cell activity in the brain are thought to be the equivalent of the lesions induced in the CNS of humans during VEE virus infection. The findings are discussed in the light of recent reports of cerebral dysfunction occurring as a sequel of VEE virus infection in children.