Rhodococcus equi is a gram-positive intracellular pathogen that can cause severe bronchopneumonia in foals and AIDS patients. It has been reported that advanced infection of foals is characterized by tissue necrosis, coinciding with the presence of degenerate bacteria-laden macrophages. Here, we report that the possession of the VapA-expressing plasmid, which has been previously correlated with a high level of virulence for foals and mice, strongly increases cytotoxicity of R. equi for murine macrophage-like (J774E) cells. Isolates containing different, VapB-expressing plasmids are less virulent and also have a lower cytotoxic potential. Isogenic strains lacking either plasmid are avirulent and have a very low cytotoxic potential. We show, using fluorescenceactivated cell sorter analysis (annexin V/7-amino-actinomycin D and sub-G 1 -analysis), Western blotting [poly-(ADP-ribose) polymerase processing analysis], and electron microscopy (macrophage and nucleus morphologies) that the deaths of murine macrophages are the result of necrotic rather than apoptotic events. We demonstrate that the bacteria must be alive in order to act cytotoxic. Therefore, one effect of the virulenceassociated plasmids during infection with R. equi is the promotion of necrotic damage to the host.Rhodococcus equi is a nocardioform gram-positive coccobacillus and an important foal pathogen producing severe pyogranulomatous pneumonia in very young horses (24, 38). Infection usually occurs via the respiratory tract. In addition to being a foal pathogen, R. equi can infect AIDS patients, and more than 100 cases in which patients showed symptoms and histopathology similar to those seen in infected foals and leading to death in ϳ50% of the individuals have been documented (8,29,59). Furthermore, a low number of cases that occurred in immunocompetent humans with an ϳ11% mortality rate have been reported (29). In addition to their own importance in human and veterinary medicine, these bacteria have a close phylogenetic relationship to mycobacteria and, hence, to such important pathogens as Mycobacterium tuberculosis (causing human tuberculosis) and Mycobacterium leprae (causing leprosy). Members of both genera, Mycobacterium and Rhodococcus, are largely soil inhabitants and possess complex wax-like cell walls (4) enriched in lipoarabinomannans (41), in mycolic acids, and in mycolic-acid derived compounds such as cord factor (trehalose dimycolate). Also, both M. tuberculosis and R. equi can produce caseous granulomas and cavitary pneumonia, demonstrating not only phylogenetic but also pathogenetic relatedness. Not surprisingly, some human infections with rhodococci have been mistaken for tuberculosis (55).Due to its capability to survive and multiply in murine and equine macrophages, R. equi has been classified as a facultative intracellular bacterium (25). Accordingly, R. equi is found frequently in macrophages in vivo (24), although it does not seem to enter pulmonary epithelial cells. It has been reported that R. equi interferes with the matur...