Background: Lymphadenopathy in HIV infection is very common. Apart from other causes of lymphadenopathy, HIV infection itself may produce persistent generalized lymphadenopathy. The present study demonstrated the utility of Lymph Node (LN) cytology in the diagnosis and segregation of lymphadenopathy cases in HIV positive cases to aid clinical management. Aims: 1. To find out various pathological changes in lymph node by fine needle aspiration cytology (FNAC) in HIV positive patients. 2. To find various types of lymph node lesions according to CD4 count in HIV positive patients. 3. To study co–relation of CD4 count with lymph node Fine needle Aspiration Cytology in HIV positive patients. Materials & Methods: Present prospective study was conducted in the department of Pathology, over a period of one & half years. Study included HIV positive patients referred for FNAC of enlarged LNs. Patients below 15 years of age were excluded. Statistical Analysis used: Statistical analysis was carried out for difference in CD4 counts in five subgroups of reactive lymphadenitis, acute inflammatory lesion, granulomatous lymphadenitis, TB lymphadenitis and lymphoma by Chi Square Test Results: Total 118 aspirations were obtained, out of which 115 (97.5 %) had HIV–1 infection. Cervical LN was most commonly involved in 57 (48.3 %) cases. Out of total 118 cases, 50 (42%) had tuberculous (TB) lymphadenopathy, followed by reactive lymphadenitis 35 (29.6 %). Analysis of difference in CD4 counts in five subgroups of reactive lymphadenitis, acute inflammatory lesion, granulomatous lymphadenitis, TB lymphadenitis and lymphoma was statistically significant (p <0.05). Out of 118 patients majority 51 (43.2 %) patients had CD4 values >500 cells/ µl. Conclusion: FNAC is the primary and safe investigative procedure for lesions of the LNs in HIV positive patients and in many cases; it obviates the need for excision, guides subsequent therapy or observation.