Cytomegalovirus (CMV) encephalitis, characterized by microglial nodules, is a major neurological complication in AIDS. There is a clear need for a well-characterized laboratory model of CMV encephalitis. We report here the sequential virological, histopathological, and antibody responses of young guinea pigs inoculated intracerebrally with guinea pig CMV. Virus was found to peak in the brain in the 1st week, to peak in the spleen in the 2nd week, and to be cleared from the brain with the development of serum neutralizing antibody 3 to 4 weeks post infection. Leptomeningitis peaked at the end of the 1st week, independent of the changes found in the parenchyma. Diffuse and focal infiltration of systemic cells was found in the cortex. Microglial nodules consisting of swirled and elongated cells, sometimes in association with intranuclear inclusion bearing cells, were prominent. The parenchymal changes, including scattered foci of ependymitis and ventriculitis, were most prominent in the 2nd week post infection. This model should facilitate studies of the host defense response in the brain and of the role of antiviral therapy in CMV encephalitis.