Mannheimia haemolytica is a key pathogen in the bovine respiratory disease complex. It produces a leukotoxin (LKT) that is an important virulence factor, causing cell death in bovine leukocytes. The LKT binds to the  2 integrin CD11a/CD18, which usually activates signaling pathways that facilitate cell survival. In this study, we investigated mechanisms by which LKT induces death in bovine lymphoblastoid cells (BL-3). Incubation of BL-3 cells with a low concentration of LKT results in the activation of caspase-3 and caspase-9 but not caspase-8. Similarly, the proapoptotic proteins Bax and BAD were significantly elevated, while the antiapoptotic proteins Bcl-2, Bcl XL and Akt-1 were downregulated. Following exposure to LKT, we also observed a reduction in mitochondrial cytochrome c and corresponding elevation of cytosolic cytochrome c, suggesting translocation from the mitochondrial compartment to the cytosol. Consistent with this observation, tetramethylrhodamine ethyl ester perchlorate staining revealed that mitochondrial membrane potential was significantly reduced. These data suggest that LKT induces apoptosis of BL-3 cells via a caspase-9-dependent mitochondrial pathway. Furthermore, scanning electron micrographs of mitochondria from LKT-treated BL-3 cells revealed lesions in the outer mitochondrial membrane, which are larger than previous reports of the permeability transition pore through which cytochrome c is usually released.Mannheimia (Pasteurella) haemolytica is the principal bacterial pathogen of the bovine respiratory disease complex (23,49). Among the most important virulence factors produced by this pathogen is a 104-kDa leukotoxin (LKT) that both activates and kills bovine leukocytes (2, 41). The M. haemolytica LKT is a member of the "repeats in toxin" (RTX) family of gram-negative bacterial exotoxins (34). It has been demonstrated that M. haemolytica LKT binds to the  2 integrin CD11a/CD18 (also known as leukocyte functional antigen 1 [LFA-1]) (2, 15, 21). Paradoxically, LFA-1 is usually a survival receptor whose signaling pathways protect cells against death (31,37,41). It is not clear how binding of LKT to LFA-1 results in apoptosis of bovine leukocytes.The molecular mechanisms leading to apoptosis are complex. There are two major pathways that initiate apoptosis in cells (3,7,14). The first involves ligand binding to a death receptor (e.g., Fas or tumor necrosis factor receptor) that initiates a signaling pathway, which activates caspase-8 (5, 19). The second pathway involves mitochondrial activation of caspase-9. Both activated caspase-8 and caspase-9 can then activate the effector caspase-3 that cleaves macromolecules, leading to apoptotic cell death (35,42). The caspase-9-dependent mitochondrial pathway is induced by cellular stress, which results in deployment of an array of proapoptotic members of the Bcl-2 family of proteins (e.g., BAD and Bax) to the outer mitochondrial membrane (OMM) (4,52,54). This destabilizes the membrane, resulting in pore formation and release of cytochrome c (c...