Purpose. The purpose of this study was to determine whether HIV-1 and HHV-6 are capable of infecting and inducing morphological and ultrastructural changes in corneal epithelial cellsin vitro.Methods. Primary and transformed corneal epithelial cell cultures were infected with HIV-1 or HHV-6in vitroand analyzed for the presence or absence of viral antigens, DNA sequences, viral particles and inclusions.Results. HIV-1 antigens were detected in 8% of the HIV-1 infected cells and early HHV-6 antigens were present in 12% of the HHV-6 infected cells. The presence of viral DNA sequences in the cultures confirmed these findings. Cells infected with HIV-1 morphologically were not different from uninfected cells, whereas the morphology of HHV-6 infected cells was very similar to cells infected with other human herpesviruses. Cytoplasmic tubuloreticular inclusions were detectable in corneal epithelial cells infected with HIV-1 and intact viral particles were visible only in PBMC used to recover HIV-1 from these cultures. Viral inclusions were also observed in corneal epithelial cells infected with HHV-6.Conclusion. These data indicate that HIV-1 and HHV-6 are capable of infecting corneal epithelial cellsin vitro, but the viruses are not entering these cells via CD4 or galC receptors. This basic information is important in determining the pathogenic mechanism(s) involved in the development of AIDS-associated corneal disorders.