The purpose of this study was to examine by transmission (TEM) and scanning electron microscopy (SEM) the supragingival microbial plaque overlying the ulcerated gingival papillae of necrotizing ulcerative periodontitis (NUP) lesions in HIV-seropositive patients. The microbiota of NUP and HIV-seropositive patients with periodontitis has been reported to be similar to that of conventional periodontitis in non-infected subjects, although several investigators have also reported high recovery rates of microbes not generally associated with the indigenous oral microbial flora. Light and electron microscopic observations and microbial culture studies indicate a similar high prevalence of spirochetes in both necrotizing ulcerative gingivitis (NUG) and NUP. In addition, several studies have reported more frequent isolation of Candida albicans from diseased periodontal sites in HIV-seropositive patients than from non-diseased sites. Ten male and six female patients, each HIV-seropositive and exhibiting NUP, constituted the study population. Two biopsies of involved gingival papillae from between posterior teeth were obtained from each patient and processed for examination by both TEM and SEM. Microscopic examination revealed a surface biofilm comprised of a mixed microbial flora of various morphotypes in 81.3% of biopsy specimens. The subsurface flora featured dense aggregations of spirochetes in 87.5% of specimens. Zones of aggregated polymorphonuclear leukocytes and necrotic cells were also noted. Yeasts were observed in 65.6% of specimens and herpes-like viruses in 56.5% of the specimens. Collectively, except for the presence of yeast and viruses, the results suggest that the microbial flora and possibly the soft tissue lesions of NUP and necrotizing ulcerative gingivitis are very similar.