There have been many mathematical models aimed at analysing the in-vivo dynamics of HIV. However, in most cases the attention has been on the interaction between the HIV virions and the CD4 + T-cells. This paper brings in the intervention of the CD8 + T-cells in seeking, destroying, and killing the in- In addition, we show that the solutions are biologically meaningful. Both the endemic and virions-free equilibria are determined and their stability investigated. In addition, the basic reproductive number is derived by the next generation matrix method. We prove that the virions-free equilibrium state is locally asymptotically stable if and only if 0 1 R < and unstable otherwise. The results show that at acute infection the CD8 + T-cells play a paramount role in reducing HIV viral replication. We also observe that the model exhibits backward and trans-critical bifurcation for some set of parameters for 0 1 R < . This is a clear indication that having 0 1 R < is not sufficient condition for virions depletion.