Brain atrophy is a common finding in patients with AIDS, but the relationship of atrophy to HIV-associated dementia is unclear. We used unbiased, stereological methods on postmortem brain specimens to estimate volumes of different brain regions in patients prospectively diagnosed with and without HIV-associated dementia. Thirty HIV-seropositive (9 without AIDS/without dementia, 6 with AIDS/without dementia, 15 with AIDS/with dementia) and 7 HIV-seronegative controls were studied using the technique of point counting and Cavalieri's principle of volume estimation. There was a significant reduction in the mean neocortical volume (15%, p = 0.032) in the group with AIDS when compared to the seronegative controls, and this difference was accentuated when comparing only the group with HIV-associated dementia to the seronegatives (neocortex: 18%, p = 0.020). There were no significant differences between the AIDS groups with and without HIV-associated dementia, although there was a trend for smaller volumes in the most severely demented patients. There were no differences in white matter volumes between groups. In conclusion, patients dying with AIDS and particularly those with HIV-associated dementia, show significant neocortical atrophy when compared to seronegative controls. The lack of a significant difference in cerebral atrophy between HIV-seropositive patients with and without dementia suggests that atrophy may be a more generalized phenomenon of AIDS as opposed to a specific marker for HIV-associated dementia.