HIV can invade the CNS, where it replicates principally in macrophages. Yet, neurological disease is more often correlated with levels of neurotoxins or tumor necrosis factor alpha than with viral replication or specific viral determinants in brain. In experimental systems, HIV glycoprotein affects functions of uninfected microglia and astrocytes to eventually cause neuronal death. While the cellular basis of cognitive and neurological dysfunction are unravelled in the simian immunodeficiency virus model, the molecular mechanisms of HIV neurotoxicity are being studied in newly developed mouse models.