Six baboons (Papio cynocephalus) were intravenously inoculated with the human immunodeficiency virus-type 2 (HIV-2) strain HIV-2(UC2). All seroconverted within 6 week’s after inoculation; five animals became persistently infected. Four developed lymphadenopathy, and three of the animals had CD4(+) T cell loss within 18 to 24 months after inoculation. One of these baboons, showing severe clinical symptoms, showed at necropsy widespread dissemination of virus with follicular depletion in the lymph nodes, extensive fibromatosis involving lymphoid and nonlymphoid tissues, and lymphocytic interstitial pneumonitis. Another animal is cachectic and exhibited lymphoid follicular lysis and fibrous skin lesions. Other baboons inoculated with a second strain, HIV-2(UC14), have shown evidence of persistent infection. HIV-2 infection of baboons provides a valuable animal model for studying HIV persistence and pathogenesis and for evaluating approaches to antiviral therapies.