An adipose cell (SW872) model was developed to observe cellular necrosis and apoptosis upon Mycobacterium ulcerans infection and treatment with mycobacterial exudate. Apoptosis was likely due to secreted proteins, while necrosis was likely due to mycolactone. Our data suggest that additional factors in M. ulcerans may be involved in Buruli ulcer pathogenesis.Buruli ulcer (BU) disease, caused by Mycobacterium ulcerans infection, is characterized by chronic necrotizing skin ulcers, with tissue destruction often observed in the adipose tissue and at sites distal to acid-fast bacilli. Based on these observations, the pathogenesis of BU has been hypothesized to be due to one or more secreted mycobacterial toxins. Early studies on the elucidation of a toxin led to the description of a heat-stable and pronase-and lipase-labile factor from the culture filtrate of M. ulcerans (10). Further studies revealed that M. ulcerans filtrates possessed immunosuppressive properties (16). The advent of more sensitive biochemical methods led to the identification and characterization of a unique polyketide in M. ulcerans, named mycolactone, which possesses distinct cytotoxic and immunosuppressive characteristics (4-6, 15).A perusal of the literature demonstrates that previous studies of the cytotoxicity of M. ulcerans culture filtrate (MUCF) relied upon albumin-or serum-supplemented media. The high protein content of such media impeded the characterization of the secreted proteins of M. ulcerans, including their role, if any, in cytotoxicity. Recent developments in the culture of M. ulcerans in protein-free media have led to the discovery of serodiagnostic proteins (1) and phospholipases (7,8) in the MUCF and facilitated this study, in which a human adipose cell model of M. ulcerans infection and MUCF cytotoxicity was established.M. ulcerans infection of human adipose cells. M. ulcerans strain 94-816 (kindly provided by Francoise Portaels) was grown by serial 10-fold passage to 100 ml in Middlebrook 7H9 oleic acid-albumin-dextrose-catalase broth until the optical density (600-nm ) was 0.5 to 0.7. Single-cell bacterial suspensions were made by pulse sonication at 4°C using a Branson 450 cell sonicator fitted with a cup horn attachment (Branson Ultrasonics, Danbury, Conn.).Human adipose cells (SW872) were obtained from the American Type Culture Collection (ATCC HTB 92; Manassas, Va.). Cells were maintained in L-15S (Leibovitz-15 medium with L-glutamine [Gibco/BRL, Grand Island, N.Y.], supplemented with 10% heat-inactivated fetal bovine serum [HyClone Laboratories Inc., Logan, Utah] and sodium bicarbonate [1.5 g/liter; Gibco]) and incubated at 37°C and 5% CO 2 . Prior to use in experimental assays, the cells were released from the culture flask with 0.25% trypsin (Gibco), washed twice with fresh medium, and seeded onto 6-or 24-well microculture plates as needed. Viable cell counts were confirmed prior to each experiment using trypan exclusion (13).For electron microscopic (EM) analysis, fresh SW872 cells were trypsinized (0.25.%), washe...