Haemophilus somnus can cause a devastating fibrinopurulent meningitis with thrombotic vasculitis and encephalitis in cattle. The mechanisms used by H. somnus to migrate from the bloodstream into the central nervous system (CNS) are unknown. In this study, we demonstrate that H. somnus adheres to, but does not invade, bovine brain endothelial cells (BBEC) in vitro. The number of adherent H. somnus was significantly increased by prior activation of the BBEC with tumor necrosis factor alpha (TNF-␣). Addition of exogenous glycosaminoglycans significantly reduced H. somnus adherence to resting and TNF-␣-activated BBEC. Heparinase digestion of the endothelial cell's glycocalyx or sodium chlorate inhibition of endothelial cell sulfated glycan synthesis significantly reduced the number of adherent H. somnus. In contrast, addition of hyaluronic acid, a nonsulfated glycosaminoglycan, had no inhibitory effect. These findings suggest a critical role for both cellular activation and sulfated glycosaminoglycans in adherence of H. somnus to BBEC. Using heparin-labeled agarose beads, we demonstrated a high-molecular-weight heparin-binding protein expressed by H. somnus. Heparin was also shown to bind H. somnus in a 4°C binding assay. These data suggest that heparin-binding proteins on H. somnus could serve as initial adhesins to sulfated proteoglycans on the endothelial cell surface, thus contributing to the ability of H. somnus to infect the bovine CNS.Haemophilus somnus, a gram-negative pleomorphic coccobacillus, is capable of causing a wide array of clinical syndromes in cattle, including respiratory disease, arthritis, reproductive failure, and septicemia (2,8,25,28,47). H. somnus septicemia can result in a devastating acute neurological disease known as thrombotic meningoencephalitis (TME) that is often fatal within 12 to 24 h of clinical onset. TME is characterized by fibrinopurulent meningitis with hemorrhage, abscess formation, and thrombotic vasculitis throughout the central nervous system (CNS) (37). Although the pathogenesis of TME is not well understood, the propensity of H. somnus to cause vasculitis and intravascular thrombosis suggests a critical role for the interactions between the bacterium and endothelial cells in inciting the disease.The blood-brain barrier is formed by cerebral endothelial cells, surrounded by pericytes and astrocyte foot processes, which actively limit transport of cells, solutes, and macromolecules from the bloodstream into the brain. To gain access to the central nervous system, H. somnus must interact with the highly specialized endothelial cells that comprise the bloodbrain barrier. The microvascular endothelial cells of the cerebral cortex are morphologically and functionally distinct from endothelial cells derived from the systemic vascular tree. For example, cerebral microvascular endothelial cells display few plasmalemmal vesicles, are rarely pinocytic, and have intercellular tight junctions (43).Endothelial cells from the cerebrovasculature have been shown to maintain their unique...