Several aspects of the interaction of macrophages and maedi visna virus (MVV) were undertaken: viral replication, phenotype, phagocytosis and antigen presenting function of macrophages after MVV (EV1) infection. MVV replication in monocyte-derived-macrophages (MDM) showed viral budding sites both at cytoplasmic and vesicular membranes. In contrast, viral budding sites predominantly occurred at the cytoplasmic membrane of skin fibroblasts, whilst virus accumulated in vesicular lumens of MVV-infected alveolar macrophages (AM). Many intracytoplasmic type A (ICA) particles accumulated in the cytoplasm of MDM and AM infected with EV1. Expression of MHC class II, MHC class I, CD4, CD8, LFA-1 and VPM32 antigen on MDM infected in vitro was unaltered by 5 days after MVV infection (P>0.05). In vivo MHC class I, class II (DQ & DR) and LFA-1 expression on AM from MVV infected sheep with lung lesions was greatly increased to uninfected sheep (P<0.05). A significant decrease in the CD4:CD8 ratio in bronchoalveolar lymphocytes was also found in the same group. The phagocytic activity of macrophages after MVV infection was also studied both in vivo and in vitro. There was a decrease in the phagocytic activity for RBC (P<0.05) and yeast by MVV-infected MDM after 5 days post infection, but the FcR expression of MDM assayed by erythrocyte rosetting (ER) did not show a significant difference between MVV and mock infected MDM. In vivo, there was no significant difference in ER, phagocytosis of RBC and P. hemolytica by monocytes between MVV-infected and control sheep. However surface binding and phagocytosis of opsonized P. hemolytica by AM from MVV infected sheep without lung lesions was significantly increased compared to uninfected sheep (P<0.05), but this increase was not seen in ER and phagocytosis of RBC by AM in the same group. In contrast the ER, phagocytosis of RBC and P. hemolytica by AM from sheep with lung lesions was slightly lower, but not significantly different from uninfected sheep.