Apoptotic cells have been reported to down-regulate membrane-bound complement regulatory proteins (m-C-Reg) and to activate complement. Nonetheless, most apoptotic cells do not undergo complement-mediated lysis. Therefore, we hypothesized that fluid phase complement inhibitors would bind to apoptotic cells and compensate functionally for the loss of m-C-Reg. We observed that m-C-Reg are down-regulated rapidly upon apoptosis but that complement activation follows only after a gap of several hours. Coinciding with, but independent from, complement activation, fluid phase complement inhibitors C4b-binding protein (C4BP) and factor H (fH) bind to the cells. C4BP and fH do not entirely prevent complement activation but strongly limit C3 and C9 deposition. Late apoptotic cells, present in blood of healthy controls and systemic lupus erythematosus patients, are also positive for C4BP and fH. Upon culture, the percentage of late apoptotic cells increases, paralleled by increased C4BP binding. C4BP binds to dead cells mainly via phosphatidylserine, whereas fH binds via multiple interactions with CRP playing no major role for binding of C4BP or fH. In conclusion, during late apoptosis, cells acquire fluid phase complement inhibitors that compensate for the downregulation of m-C-Reg and protect against excessive complement activation and lysis.Cell death via apoptosis is an essential process for development, maintenance of tissue integrity, and resolution of inflammation (1). Several active processes ensure that the cell dies in a way that results in fast removal, to prevent release of its potential pro-inflammatory content as is the case in primary or secondary necrosis (2-4).Although billions of cells die via apoptosis every day, only a few apoptotic cells are present at any given point in time under healthy conditions (5) as the result of a very efficient clearance process. Only when clearance mechanisms are defective or overwhelmed by excessive apoptosis do apoptotic cells accumulate, which is thought to underlie autoimmune diseases such as systemic lupus erythematosus (SLE) 3 (6). Apoptotic cells express several ligands that enhance phagocytosis such as phosphatidylserine and calreticulin, and they down-regulate molecules that may work as "do not eat me" signals (7). In addition, apoptotic cells have been reported to bind complement-initiating molecules such as mannose-binding lectin and C1q that enhance uptake by phagocytes (8 -10). Some discrepancies exist in reports of the stage of cell death necessary for binding of such recognition molecules, which can partly be explained by differences in semantics, experimental design, and readout (9,(11)(12)(13)(14).The complement system is an integral part of the innate immune defense and is also involved in the instruction of adaptive immunity and clearance of waste such as dead cells and immune complexes (15,16). This potent enzyme cascade system has both membrane-bound and fluid phase inhibitors that protect host surfaces and prevent systemic depletion of complement activi...