Lipopolysaccharide (LPS)-binding protein (LBP) is an acute phase reactant that may play a dual role in vivo,both potentiating and decreasing cell responses to bacterial LPS. Whereas low concentrations of LBP potentiate cell stimulation by transferring LPS to CD14, high LBP concentrations inhibit cell responses to LPS. One inhibitory mechanism involves the ability of LBP to neutralize LPS by transferring it to plasma lipoproteins, whereas other inhibitory mechanisms, such as the one described here, do not require exogenous lipoproteins. Here we show that LBP can inhibit monocyte responses to LPS that has already bound to membrane-bound CD14 (mCD14) on the cell surface. LBP caused rapid dissociation of LPS from mCD14 as measured by the ability of LBP to inhibit cross-linking of a radioiodinated, photoactivatable LPS derivative to mCD14. Whereas LBP removed up to 75% of the mCD14-bound LPS in 10 min, this was not accompanied by extensive release of the LPS from the cells. The cross-linking data suggest that much of the LPS that remained bound to the cells was associated with LBP. The ability of LBP to inhibit cell responses could not be explained by its effect on LPS internalization, because LBP did not significantly increase the internalization of the cell-bound LPS. In cell-free LPS cross-linking experiments, LBP inhibited the transfer of LPS from soluble CD14 to soluble MD-2. Our data support the hypothesis that LBP can inhibit cell responses to LPS by inhibiting LPS transfer from mCD14 to the Toll-like receptor 4-MD-2 signaling receptor.Lipopolysaccharide (LPS 1 ; endotoxin), an abundant component of the outer membrane of Gram-negative bacteria, is one of the most potent of the known bacterial agonists in animal host cells. Whereas LPS recognition benefits the host by sensing the presence of bacteria and mobilizing defense mechanisms, an exaggerated response to LPS may contribute to the harmful sequelae of severe sepsis, which include coagulation disorders, organ failure, shock, and death. The host, therefore, has numerous mechanisms that down-regulate responses to LPS and remove it from the circulation and tissues (1-7).The potency of LPS is due to the sensitivity of the host recognition system, which requires the Toll-like receptor 4 (Tlr4) (8) signaling receptor. At least three LPS-binding proteins (LBP (9), CD14 (10), and MD-2 (11)) are required for sensitive Tlr4-mediated LPS recognition. Plasma LBP potentiates LPS recognition by transferring it from bacterial membranes (6) to CD14 (12, 13), which is expressed as a glycosylphosphatidylinositol-anchored protein on the surfaces of myeloid lineage cells (mCD14) and as an anchorless plasma protein, soluble CD14 (sCD14) (14, 15). CD14 presents LPS to Tlr4, presumably by transferring the LPS to MD-2, an accessory protein that is constitutively associated with the extracellular domain of Tlr4 (16). MD-2 binds LPS with high affinity (17), and it is required for Tlr4 signaling (11). Although normal expression of the Tlr4 and MD-2 are too low for direct measurements...