The loss of CD4؉ T cells in HIV-1 infections is hypothesized to be caused by apoptosis of bystander cells mediated by cell surface-expressed HIV-1 Env glycoprotein. However, the mechanism by which Env mediates this process remains controversial. Specifically, the role of HIV-1 gp120 binding to CD4 and CXCR4 versus the fusion process mediated by gp41 remains unresolved. Env-induced apoptosis in bystander cells has been shown to be gp41-dependent and correlates with the redistribution of membrane lipids between Env-expressing cells and target cells (hemifusion). Using a rational mutagenesis approach aimed at targeting Env function via the gp41 subunit, we examined the role of HIV gp41 in bystander apoptosis. A mutation in the fusion domain of gp41 (V513E) resulted in a fusion-defective Env that failed to induce apoptosis. A mutation in the gp41 N-terminal helix (G547D) reduced cell fusion capacity and apoptosis; conversely, an Env mutant with a deletion of the gp41 cytoplasmic tail (Ct Del) enhanced both cell-to-cell fusion and apoptosis. Most significantly, an Env mutant containing a substitution in the loop region of gp41 (D589L) mediated transfer of lipids (hemifusion) to bystander cells but was defective in cellto-cell and to a lesser degree virus-to-cell fusion. This mutant was still able to induce apoptosis in bystander cells. Hence, we have provided the first direct evidence that gp41-mediated hemifusion is both required and sufficient for induction of apoptosis in bystander cells. These results may help to explain the mechanism of HIV-1 Env-induced T cell depletion.The mechanism by which HIV 2 induces T cell depletion leading to immunodeficiency remains unresolved. As the number of CD4 ϩ T cells lost during HIV infection far exceeds the number of infected cells (1), it is believed that HIV induces the death of uninfected bystander cells via apoptosis (2). The Env glycoprotein is a good candidate for inducing bystander cell death, as it is expressed on the surface of infected cells and can interact with bystander cells expressing the HIV receptor (CD4) and co-receptors (CXCR4/CCR5). Furthermore, because the depletion of T cells is largely restricted to CD4 ϩ cells, a role for the Env glycoprotein in either direct or indirect killing of bystander cells has been proposed (3).The Env glycoprotein of HIV consists of a CD4-and CXCR4-binding gp120 subunit and a membrane fusion-inducing gp41 subunit. Although the role of the Env glycoprotein in inducing bystander cell death is well studied, it remains controversial whether gp120 or gp41 are major players in this process. It is well established that the fusion capacity of HIV gp41 contributes to HIV-induced pathogenesis both in vitro (4) and in vivo (5, 6). However, because HIV Env-induced syncytia formation is not a universal pathogenic feature of HIV infection, it is unclear how HIV gp41 could cause depletion of CD4 ϩ cells in the absence of cell-to-cell fusion. It has been suggested that gp41-mediated autofusion may lead to the death of Env-expressing cells (7)....