A small percentage of the HIV infected population remains asymptomatic for years to decades. Some of these persons, termed late progressors (LP), eventually progress to symptomatic infection, characterized by rapidly rising viral RNA levels and dramatic decreases in CD4+ cells, the main targets of HIV infection. This transition suggests significant changes in the virus-host relationship allowing viral replication to occur. To assess three possible hypotheses as to why the transition to progressive infection may occur, we examined blood plasma samples from four LPs, taken at multiple time points preceding the onset of disease progression. The gag and env genes of HIV isolates were amplified by the polymerase chain reaction (PCR), sequenced, and analyzed for viral population characteristics typical of either 1) superinfection with a second (less controllable) virus strain, 2) a change in the co-receptor used by the virus to infect CD4+ cells, or 3) viral escape, a phenomenon in which HIV-specific immune responses can no longer recognize, neutralize, or prevent replication of virus. Identification of superinfection consisted of locating subsets of virus exhibiting extreme levels of evolutionary divergence from the total virus population. Analysis for co-receptor usage focused on the env gene sequences, while viral escape was indicated by mutations at highly conserved amino acid sites and/or neighboring regions previously targetable by the host immune response. Any of these three hypotheses could potentially result in the sudden enhanced viral replication and disease progression observed in LPs. Examination of this data may clarify patterns of viral evolution in response to immune pressure, adding significantly to the understanding of late progression, viral escape and fitness, and overall HIV-host interactions. Thus, this study may potentially inform both timing of antiretroviral therapy for predicted late progressors and design of drugs and vaccines specific to identified critical regions of the HIV genome.