We have previously shown that CD4 ligand binding inhibits LFA-1-dependent adhesion between CD4؉ T cells and B cells in a p56lck -and phosphatidylinositol 3-kinase (PI3-kinase)-dependent manner. In this work, downstream events associated with adhesion inhibition have been investigated. By using HUT78 T cell lines, CD4 ligands were shown to induce a dissociation of LFA-1 from cytohesin, a cytoplasmic protein known to bind LFA-1 and to enhance the affinity/avidity of LFA-1 for its ligand ICAM-1. A dissociation of PI3-kinase from cytohesin is also observed. In parallel, we have found that CD4 ligand binding induced a redistribution of PI3-kinase and of the tyrosine phosphatase SHP-2 to the membrane and induced a transient formation of protein interactions including PI3-kinase; an adaptor protein, Gab2; SHP-2; and a SH2 domain-containing inositol phosphatase, SHIP. By using antisense oligonucleotides or transfection of transdominant mutants, down-regulation of adhesion was shown to require the Gab2/PI3-kinase association and the expression of SHIP and SHP-2. We therefore propose that CD4 ligands, by inducing these molecular associations, lead to sustained local high levels of D-3 phospholipids and possibly regulate the cytohesin/LFA-1 association.Leukocyte adhesion is a fundamental process in leukocyte physiology, which is strictly regulated and involves a number of interactions between different adhesion proteins (1). As shown in blocking experiments with specific monoclonal Abs and transfection experiments (2), these adhesion processes are required for T cell activation and effector functions. We have previously shown that the LFA-1-dependent adhesion between CD4ϩ T cells (resting or T cell lines) and B cells was downregulated by CD4 ligands. This process requires the activities of the tyrosine kinase p56 lck associated with CD4 (3) and of phosphatidylinositol 3-kinase (PI3-kinase) 1 associated with the CD4⅐p56 lck complex (4). However, the molecular events and the relationship between these kinases required for the down-regulation induced by CD4 binding and the modification of the affinity/avidity of LFA-1 are not clearly understood.PI3-kinase is an intracellular enzyme mainly consisting of two subunits: the p110 catalytic subunit (␣ and  isoforms) and the p85 regulatory subunit (␣ and  isoforms) (5, 6). This enzyme phosphorylates the D-3 position of the inositol ring of phosphatidylinositol (PI), phosphatidylinositol 4-phosphate (PI 4-P), and phosphatidylinositol 4,5-bisphosphate (PI 4,5-P 2 ) (7). These phospholipids are one of the intermediary messengers for the CD4-mediated down-regulation of LFA-1-dependent adhesion since inhibitors of PI3-kinase activity abrogate the regulatory event (8). The mechanism by which PI3-kinase upon CD4 ligand binding mediates down-regulation of LFA-1 adhesion is unknown. PI3-kinase can exert an opposite effect: Kolanus et al. (9) have recently shown that the D-3 phospholipids synthesized by PI3-kinase increase the affinity of LFA-1 for its ligand ICAM-1 by a modification of as...