Bacterial DNA containing unmethylated CpG motifs is a pathogen-associated molecular pattern (PAMP) that interacts with host immune cells via a toll-like receptor (TLR) to induce immune responses. DNA binding and internalization into cells is independent of TLR expression, receptor-mediated, and required for cell activation. The objective of this study was to determine whether exposure of immune cells to bacterial DNA affects DNA binding and internalization. Treatment of RAW264.7 cells with CpG oligodeoxynucleotide (ODN) for both 18 and 42 h resulted in a significant increase in DNA binding, whereas non-CpG ODN had no effect on DNA binding. Enhanced DNA binding was non-sequence-specific, inhibited by unlabeled DNA, showed saturation, was consistent with increased cell surface DNA receptors, and resulted in enhanced internalization of DNA. Treatment with Escherichia coli DNA or lipopolysaccharide (LPS) also resulted in a significant increase in DNA binding, but treatment with interleukin-1␣, tumor necrosis factor-␣, or phorbol 12-myristate 13-acetate had no effect on DNA binding. Soluble factors produced in response to treatment with CpG ODN or LPS did not affect DNA binding. These studies demonstrate that one consequence of activating the host innate immune response by bacterial infection is enhanced binding and internalization of DNA. During this period of increased DNA internalization, RAW264.7 cells were hypo-responsive to continued stimulation by CpG ODN, as assessed by tumor necrosis factor-␣ activity. We speculate the biological significance of increasing DNA binding and internalization following interaction with bacterial PAMPs may provide a mechanism to limit an ongoing immune inflammatory response by enhancing clearance of bacterial DNA from the extracellular environment.The interaction of conserved pathogen-associated molecular patterns (PAMPs), 1 components of bacteria and viruses, withToll-like receptors (TLRs), present on host innate immune cells, triggers a potent immune response (1, 2). Cell activation triggered by the interaction of PAMPs and TLRs is characterized by induction of host defense genes, production of both proinflammatory and anti-inflammatory regulatory cytokines, and the up-regulation of cell surface markers (3-9). Several bacterial PAMPs have been identified, including bacterial DNA. Bacterial DNA stimulates the proliferation of B cells and is a potent activator of macrophages and dendritic cells, eliciting an inflammatory immune response (10 -13).Host innate immune cells are activated by bacterial DNA but not mammalian DNA, because of recognition of unmethylated CpG motifs by TLR9 (4,14). TLR9 is located intracellularly, and DNA binding and internalization are required for cell activation (15). Binding and internalization of DNA are independent of TLR9 expression, and cells that lack TLR9 bind and internalize DNA but are not activated by CpG DNA (15-18). There are numerous reports of the association of different forms of nucleic acids, such as DNA, RNA, and oligonucleotides, with c...