Mannheimia haemolytica is the principal bacterial pathogen of the bovine respiratory disease complex. Its most important virulence factor is a leukotoxin (LKT), which is a member of the RTX family of exotoxins produced by many gram-negative bacteria. Previous studies demonstrated that LKT binds to the  2 -integrin LFA-1 (CD11a/CD18) on bovine leukocytes, resulting in cell death. In this study, we demonstrated that depletion of lipid rafts significantly decreases LKT-induced bovine lymphoblastoid cell (BL-3) death. After binding to BL-3 cells, some of the LKT relocated to lipid rafts in an LFA-1-independent manner. We hypothesized that after binding to LFA-1 on BL-3 cells, LKT moves to lipid rafts and clathrin-coated pits via a dynamic process that results in LKT internalization and cytotoxicity. Knocking down dynamin-2 by small interfering RNA reduced both LKT internalization and cytotoxicity. Similarly, expression of dominant negative Eps15 protein expression, which is required for clathrin coat formation, reduced LKT internalization and LKT-mediated cytotoxicity to BL-3 cells. Finally, we demonstrated that inhibiting actin polymerization reduced both LKT internalization and LKT-mediated cytotoxicity. These results suggest that both lipid rafts and clathrin-mediated mechanisms are important for LKT internalization and cytotoxicity in BL-3 cells and illustrate the complex nature of LKT internalization by the cytoskeletal network.Mannheimia haemolytica is the principal bacterial agent responsible for the bovine respiratory disease complex (50). M. haemolytica produces a leukotoxin (LKT) that is considered its most important virulence factor. The LKT belongs to the RTX (repeats in toxin) family of toxins that contain glycine-rich repeats in the primary structure and are produced by a variety of gram-negative bacteria (47). LKT binds to the  2 -integrin LFA-1 (CD11a/CD18) on bovine leukocytes, resulting in apoptosis or cytolysis of bovine cells (2,25,32). This response is contrary to the usual outcome of cell signaling via CD11a/ CD18, which generally leads to cell activation and survival rather than cell death (11,24).It has been shown that upon stimulation, LFA-1 receptors in human neutrophils associate in detergent-resistant membrane microdomains called lipid rafts (14). Lipid rafts are cholesterol-and sphingolipid-enriched membrane structures that are approximately 50 to 100 nm in diameter (39). Coalescence of lipid rafts can result in membrane domains up to 400 nm in diameter that involve up to 30 to 50% of the cell surface, depending on the cell type (22, 42). Lipid rafts have been implicated in several important cellular functions, such as internalization of receptors and their ligands, signal transduction, and cholesterol transport. The relationship between membrane receptors and lipid rafts is highly variable. For example, epidermal growth factor and  2 adrenergic receptors move away from lipid rafts following receptor activation. In contrast, insulin and angiotensin II receptors move into lipid rafts f...