Almost all viral pathogens utilize a cytoskeleton for their entry and intracellular transport. In HIV-1 infection, binding of the virus to blood resting CD4 T cells initiates a temporal course of cortical actin polymerization and depolymerization, a process mimicking the chemotactic response initiated from chemokine receptors. The actin depolymerization has been suggested to promote viral intracellular migration through cofilin-mediated actin treadmilling. However, the role of the virus-mediated actin polymerization in HIV infection is unknown, and the signaling molecules involved remain unidentified. Here we describe a pathogenic mechanism for triggering early actin polymerization through HIV-1 envelope-mediated transient activation of the LIM domain kinase (LIMK), a protein that phosphorylates cofilin. We demonstrate that HIV-mediated LIMK activation is through gp120-triggered transient activation of the Rack-PAK-LIMK pathway, and that knockdown of LIMK through siRNA decreases filamentous actin, increases CXCR4 trafficking, and diminishes viral DNA synthesis. These results suggest that HIV-mediated early actin polymerization may directly regulate the CXCR4 receptor during viral entry and is involved in viral DNA synthesis. Furthermore, we also demonstrate that in resting CD4 T cells, actin polymerization can be triggered through transient treatment with a pharmacological agent, okadaic acid, that activates LIMK and promotes HIV latent infection of resting CD4 T cells. Taken together, our results suggest that HIV hijacks LIMK to control the cortical actin dynamics for the initiation of viral infection of CD4 T cells.Infection by the human immunodeficiency virus (HIV) causes severe depletion of blood CD4 T cells (1, 2). The early interaction between HIV and T cells, particularly virus binding to its receptors, plays an important role in viral infection and pathogenesis. This interaction mediates viral fusion and entry (3, 4). It also initiates intracellular signaling cascades that are important for the early steps of the HIV life cycle (5-9). For example, it has recently been shown that at the earliest time of HIV infection, viral binding to the chemokine coreceptor, CXCR4, activates an actin depolymerization factor cofilin to increase the cortical actin dynamics in resting T cells, facilitating viral intracellular migration (9).The cortical actin is a common structure that is targeted by most viruses for entry and intracellular transport (10, 11). In HIV-1 infection, the direct involvement of the cortical actin in early stages of viral infection has been suggested in HIV-mediated CD4-CXCR4 receptor clustering (5-7, 12-14), subsequent viral DNA synthesis (9, 15), and intracellular migration (9). It has been shown that the initial binding of gp120 to surface CD4 promotes localized aggregation of the CD4 and CXCR4 receptor, which appears to be dependent on the actin-crosslinking protein filamin (7) and the ezrin-radixin-moesin protein moesin (5, 6). Filamin-A interacts directly with the cortical actin and with bot...