Feline immunodeficiency virus (FIV) is a lentivirus that induces an acquired immunodeficiency in domestic cats. The objective of this study was to compare the immune response of chronically FIV-infected cats and specific pathogen free (SPF) cats to Listeria monocytogenes, a facultative intracellular bacterium. Regional lymph nodes were removed at various times after subcutaneous inoculation with L. monocytogenes and evaluated. Lymph nodes of chronically FIV-infected cats enlarged more slowly and to a lesser degree than SPF cats. This was due to delayed and blunted lymphoid follicle formation and markedly diminished histiocyte influx. The cellular response correlated with a marked upregulation in IL10 transcription and delayed increase in TNF-alpha upregulation in FIV-infected cats. Transcriptional upregulation of IFN-gamma, IL4, and the p40 chain of IL12 was similar in lymph nodes of FIV-infected and SPF cats. Clinically, FIV-infected cats had a more severe response at the site of L. monocytogenes injection and showed signs of systemic bacterial dissemination while SPF cats remained clinically normal. FIV-infected cats generated a delayed hypersensitivity response similar to SPF cats but also had a significantly greater antibody response. Taken together, these data suggest excessive IL10 production may be responsible for the deficiency observed in the innate immune response of chronically FIV-infected cats challenged with L. monocytogenes.