The liver is the main organ that clears circulating lipopolysaccharide (LPS), and hepatocytes are a major cell type involved in LPS uptake. Little is known about the mechanisms for LPS internalization in hepatocytes and what signaling pathways are involved. We show here that LPS uptake is initiated after formation of a multi-receptor complex within lipid rafts. We find that essential components for LPS uptake are CD14, TLR4, MD2, and the 2-integrin CD11b/CD18. Activation of p38 MAPK is also essential for the initiation of LPS uptake, and interestingly, we show that this activation is not through TLR4 signaling by MyD88 but through activation of TIRAP via CD11b/CD18. However, TLR4/MD2 remain essential components at the cell surface as part of the LPS receptor complex. We therefore suggest novel roles for TLR4/MD2, CD11b/CD18, TIRAP, and p38 MAPK in LPS uptake by hepatocytes.The liver is the first major organ downstream of the gut and is responsible for the clearance and initial recognition of the majority of LPS 2 (1). Studies using radiolabeled LPS characterized the uptake and processing of LPS within the liver more than 20 years ago (2, 3). LPS is taken up by both parenchymal cells (hepatocytes) and nonparenchymal cells (Kupffer cells, hepatic stellate cells, etc.) in the liver, and it appears in the bile within 15 min of intravenous injection (4). Controversy remains regarding the relative roles of Kupffer cells and hepatocytes in the uptake and clearance of LPS. Kupffer cells rapidly produce a strong cytokine response to LPS (5) and can deacylate LPS using a lipase (6). Another study suggested that some types of LPS are preferentially taken up by Kupffer cells and deacylated, which then allows for more rapid internalization within hepatocytes (7). However other studies using gadolinium chloride to deplete Kupffer cells have determined that hepatocytes also play a major role in LPS clearance (4). Regardless, it is clear that hepatocytes, which form the largest mass of cells in the liver and are constantly exposed to endotoxin from the gut, play an important role in LPS uptake, and innate immune responses to LPS are dependent on this process.The mechanisms involved in the internalization of LPS remain poorly understood, however. Our laboratory has previously shown that hepatocytes express the cell surface components of the LPS receptor/signaling complex (CD14/TLR4/ MD2) (8 -10) and that signaling activated by LPS through this receptor complex on hepatocytes leads to the activation of MAPK signaling proteins, translocation of NFB to the nucleus, and also production and release of acute phase proteins such as soluble CD14 and LPS-binding protein (8, 9). However, the functional role of the LPS recognition complex on hepatocytes remains uncertain. Here we hypothesize that this complex plays a role in the binding and initiation of uptake of LPS into cells.In this study we have clarified the mechanism of initial uptake of LPS into primary isolated hepatocytes. As expected, we found that CD14, MD2, and TLR4 were requ...