We have investigated the features and distribution of accessory cells (ACs) and the relationship of these cells to each other and to lymphocytes in the epithelium and lamina propria of oral hairy leukoplakia (HL), with the objective of better defining the differentiation and mutual interactions of immune-response cells within HL as a preliminary step to understanding the onset and significance of this lesion during human immunodeficiency virus (HIV) infection. Twenty-four HIV-infected patients with HL, two asymptomatic HIV-positive subjects, and three HIV-negative subjects were studied by immunohistochemistry; five HIV-positive patients with HL and three asymptomatic HIV-positive subjects were studied by electron microscopy. In both the epithelium and the lamina propria of HL, we found cells with the immunohistochemical and ultrastructural features of variably differentiated ACs; differences were found between the epithelium and lamina propria. In the lamina propria, ACs were characterized by dendritic shape, multiple contacts with lymphocytes, expression of CD1a antigen, and ultrastructural features of fully differentiated ACs. Conversely, in the epithelium ACs showed bluntly dendritic shape, low expression of CD1a, absent expression of HLA-DR, constant expression of CD11c and CD14 antigens, only occasional contacts with lymphocytes, and ultrastructural features of variably, but always incompletely, differentiated cells of monocyte-dendritic lineage. Seventy-nanometer wide intracisternal particles, closely resembling A particles described in retroviral infections, were found in the intraepithelial ACs in two patients with HL. The defective differentiation of ACs in the epithelium of HL--possibly influenced by the perturbation of the epithelial microenvironment induced by Epstein-Barr virus, and following the direct HIV infection of these cells--and the exceptional finding of close contacts with lymphocytes suggest that the lesional epithelium of HL may constitute a pathway for the entry of foreign antigens which circumvent monitoring by ACs and can induce immune tolerance. The impairment of the local immune response in HL may contribute to the development of full blown, systemic immunodeficiency.