Significant immunological changes are associated with intrauterine human immunodeficiency virus (HIV) encounter among uninfected infants of HIV-infected mothers. Peripheral blood cells of more than one-third of these exposed-uninfected infants proliferate and produce IL-2 after stimulation with HIV, and HIV-specific CD4+ T helper cell responses can be quantified in nearly all when sensitive intracellular cytokine assays are used. HIV-specific CD8+ cytotoxic T lymphocyte responses can be elicited in some, although less frequently. It is difficult to demonstrate that these responses are components of protective immunity and not simply epiphenomena of exposure. However, HIV-specific responses are associated with lack of infection, even with prolonged reexposure through breast-feeding. Elevations in nonspecific markers of immune activation provide further corroboration, as do similar findings in adults, consistent across all known routes of HIV transmission. Many questions remain, but much can be learned from this special population that may be informative for development of effective immunity in response to HIV vaccines.