Hemorrhage and pleural effusion are prominent pathological features of systemic anthrax infection. We examined the effect of anthrax lethal toxin (LT), a major virulence factor of Bacillus anthracis, on the barrier function of primary human lung microvascular endothelial cells. We also examined the distribution patterns of cytoskeletal actin and vascular endothelial-cadherin (VE-cadherin), both of which are involved in barrier function regulation. Endothelial monolayers cultured on porous membrane inserts were treated with the LT components lethal factor (LF) and protective antigen (PA) individually, or in combination. LT induced a concentration-and timedependent decrease in transendothelial electrical resistance that correlated with increased permeability to fluorescently labeled albumin. LT also produced a marked increase in central actin stress fibers and significantly altered VE-cadherin distribution as revealed by immunofluorescence microscopy and cell surface enzyme-linked immunosorbent assay. Bacillus anthracis, the causative agent of anthrax, is a spore-forming gram-positive bacterium. Anthrax toxin, the major virulence factor of B. anthracis, is composed of three proteins: protective antigen (PA), lethal factor (LF), and edema factor (EF). PA and LF combine to form lethal toxin (LT), and EF combines with PA to form edema toxin (ET).1-3 PA binds at least two identified cell surface receptors, tumor endothelial marker 8 and capillary morphogenesis protein 2.2,4,5 Once formed, PA-receptor complexes facilitate the endocytosis of LF and EF. Inside cells, LF acts as a metalloprotease that cleaves all of the mitogen activated protein kinase kinases (MEKs) except MEK 5, thus disrupting the activation of major mitogenactivated protein kinases (MAPKs): extracellular signalregulated kinases 1 and 2 (ERK1/2), p38 MAPK, and c-Jun NH 2 -terminal kinases (JNK).6 -8 EF acts as a Ca 2ϩ / calmodulin-dependent adenylate cyclase that causes a dramatic increase in intracellular levels of cAMP.9,10 Evidence to date suggests that LT may play a more significant role than ET in the pathogenesis of systemic anthrax. In several animal models, intravascular injections of purified LT are lethal. [11][12][13] In addition, attenuated B. anthracis strains unable to produce functional LF are 1000-fold less virulent than normal strains, whereas EFlacking strains are 10-fold less virulent.