The interaction between bacteria and endothelial cell plasma membrane is mediated by components of the bacterial wall outer membrane, the most important being LPS.3 LPS binds to CD14 (1-3) and Toll-like receptor 4 (TLR4) (1-4) expressed in the membrane. NF-B, the transcription factor activated by LPS-CD14-TLR4 signaling (5), results in the transcriptional induction of cytokines (interleukin-1 (IL-1), IL-6, IL-8), tissue factor, and adhesion molecules (E-and P-selectins, VCAM-1 (vascular cell adhesion molecule), and ICAM-1) (6). Cav-1, the structural protein of caveolae in endothelial cells and other cell types, regulates the formation of caveolae, the vesicle carriers involved in the transcytosis of albumin across the endothelial barrier (7). Studies showed that caveolae-mediated transcytosis contributes to the regulation of microvascular permeability (7) secondary to the activation of Src kinase (8). Cav-1-null mice, lacking caveolae (9), showed defective albumin transcytosis (10). In an experimental model of diabetes, increased Cav-1 expression in endothelial cells was associated with increased transcytosis of albumin (11). LPS was shown to induce the expression of Cav-1 in endothelial cells (12) and murine macrophages (13, 14); however, the mechanisms of the response and its consequences in regulating endothelial barrier function are not clear.NF-B is composed of dimers of five different proteins (p50, p52, p65/RelA, RelB, c-Rel) (15). These dimers exist in the cytoplasm in inactive forms bound to the inhibitory protein I-B (IB) (15). A variety of agonists activate IB kinases ␣ and  (15), which in turn phosphorylate serines 32 and 36 of IB␣ and serines 19 and 23 of IB, respectively (15). Phosphorylation of IB␣ and IB leads to the proteolytic degradation of IB and dissociation of NF-B, and NF-B translocates to the nucleus to induce gene transcription (15). The IB kinase complex consists of two catalytic IKK␣ and IKK, and a regulatory subunit, IKK␥ (or NF-B essential modulator (NEMO)) (16). NEMO interaction with IKK␣ and IKK is required for IB kinase catalytic activity. Based on our observation that the intronic region of Cav-1 contains NF-B consensus sites, we addressed the possibility that LPS mediates Cav-1 expression by an NF-B-dependent mechanism. We surmised that this pathway thereby contributes to the mechanism of increased transendothelial albumin permeability seen with LPS. We demonstrate here that LPS activation of endothelial cells increased Cav-1 protein expression as well as caveolae number and that both were dependent on activation of NF-B. Moreover, inhibiting NF-B activation pharmacologically, knockdown of p65/RelA expression and knockdown of Cav-1 expression each interfered with the increase in transendothelial albumin permeability induced