The phenotypes of proliferating cells in histiocytic necrotizing lymphadenitis (HNL) were examined. The affected areas consisted mainly of CD 8-positive (suppressor/cytotoxic T-cells) and CD 4-positive (helper/inducer T-cells) in association with some CD 15-positive cells (monocytes). A marker of proliferating cells (Ki-67) and monoclonal antibodies for determining the phenotypes of cells (CD 4, CD 8, CD 15) in the affected areas were applied using a double-staining method. Ki-67-positive proliferating cells were mainly CD 8-positive. A few CD 4-positive cells and rare CD 15-positive cells were also Ki-67-positive. The percentage of CD 8-positive cells increased gradually over time and the ratio of CD 8-positive to proliferating cells did not decrease throughout the observation period of 6 weeks. These results suggest that the proliferation of CD 8-positive T-cells together with the accumulation of CD 4- and CD 15-positive cells is the main phenomenon occurring in HNL.