In two patients with subacute sclerosing panencephalitis (SSPE) of 10 and 25 months duration we demonstrated by immunohistochemistry the presence of measles-virus nucleocapsid antigen (MVNA) in CD68+ cells and astrocytes of brain tissues. In both cases, CD68+ hematogenous monocyte/ macrophages and perivascular microglial cells (Mphi) were found infiltrating the brain parenchyma, and often partially or completely invested by perivascular reactive astrocytes expressing glial fibrillary acidic protein (GFAP). Mphi with cytoplasmic MVNA were often seen in the Virchow-Robin spaces and in close association with perivascular astrocytes, which often also contained MVNA+ intracytoplasmic inclusions. Reactive astrocytosis was more severe in the patient with long-standing illness, and a correspondingly elevated number of strongly GFAP+ MVNA+ or MVNA- perivascular binucleated astrocytes was observed. An uptake of MVNA+ cell debris by reactive astrocytes was evident in areas of white matter displaying extensive demyelination and necrosis. Taken together, these observations seem to indicate that the brain infiltration by Mphi carrying measles virus could represent one pathway of virus entry and dissemination in the central nervous system. Virus transfer to perivascular astrocytes via cell-to-cell contacts with infected macrophages is also suggested.