HIV-associated neurocognitive disorders (HAND) are common sequelae of HIV infection, even when viral titers are well controlled by anti-retroviral therapy. Evidence in patients and animal models suggests that neurologic deficits are increased during chronic opiate exposure. We have hypothesized that CNS progenitor cells in both adult and developing CNS are affected by HIV infection, and that opiates exacerbate these effects. To examine this question, neural progenitors were exposed to HIV-1 Tat1-86 in the developing brain of inducible transgenic mice and in vitro. We examined whether Tat affected the proliferation or balance of progenitor populations expressing nestin, Sox2, and Olig2. Disease relevance was further tested by exposing human-derived progenitors to supernatant from HIV-1 infected monocytes. Studies concentrated on striatum, a region preferentially targeted by HIV and opiates. Results were similar among experimental paradigms. Tat or HIV exposure reduced the proliferation of undifferentiated (Sox2+) progenitors and oligodendroglial (Olig2+) progenitors. Co-exposure to morphine exacerbated the effects of Tat or HIV-1SF162 supernatant, but partially reversed HIV-1IIIB supernatant effects. Populations of Sox2+ and Olig2+ cells were also reduced by Tat exposure, although progenitor survival was unaffected. In rare instances, p24 immunolabeling was detected in viable human progenitors by confocal imaging. The vulnerability of progenitors is likely to distort the dynamic balance among neuron/glial populations as the brain matures, perhaps contributing to reports that neurologic disease is especially prevalent in pediatric HIV patients. Pediatric disease is atypical in developed regions, but remains a serious concern in resource-limited areas where infection occurs commonly at birth and through breast-feeding.