HIV infection of the central nervous system can result in neurologic dysfunction with devastating consequences in AIDS patients. NeuroAIDS is characterized by neuronal injury and loss, yet there is no evidence that HIV can infect neurons. Here we show that the HIV-encoded protein tat triggers formation of a macromolecular complex involving the low-density lipoprotein receptor-related protein (LRP), postsynaptic density protein-95 (PSD-95), N-methyl-D-aspartic acid (NMDA) receptors, and neuronal nitric oxide synthase (nNOS) at the neuronal plasma membrane, and that this complex leads to apoptosis in neurons negative as well as positive for NMDA receptors and also in astrocytes. Blockade of LRPmediated tat uptake, NMDA receptor activation, or neuronal nitric oxide synthase significantly reduces ensuing neuronal apoptosis, suggesting that formation of this complex is an early step in tat toxicity. We also show that the inflammatory chemokine, CCL2, protects against tat toxicity and inhibits formation of the complex. These findings implicate the complex in HIV-induced neuronal apoptosis and suggest therapeutic targets for intervention in the pathogenesis of NeuroAIDS.glutamate ͉ dementia ͉ HIV-1 ͉ NeuroAIDS ͉ excitotoxicity H IV enters the CNS early after infection. Viral persistence within the CNS can produce cognitive impairment, HIV encephalitis, and, in some cases, dementia. NeuroAIDS is characterized by neuronal damage and loss and cognitive and motor deficits and can have devastating consequences in a significant number of individuals with AIDS. As HIV-infected individuals live longer on antiretroviral therapy, the prevalence of cognitive impairment is increasing, and the study of the pathogenesis of NeuroAIDS becomes even more critical (1, 2).Although HIV infection of the CNS causes neuronal cell damage and loss, the virus cannot directly infect neurons. Rather, HIV-associated damage is thought to be due to an indirect mechanism whereby virally infected, as well as uninfected, cells elaborate neurotoxins. Candidate toxins include cytokines, glutamate, and virally encoded proteins such as the HIV transactivator protein, tat (3). Tat potentiates glutamateinduced excitotoxicity (4, 5) and promotes neuronal apoptosis (6-8). Antagonists of the N-methyl-D-aspartic acid (NMDA) receptor (NMDAR) protect against tat-induced apoptosis (5, 7), implicating NMDARs in this process.The low-density lipoprotein receptor-related protein (LRP) is expressed by many cells in the CNS, including neurons and astrocytes (9, 10). LRP is a receptor for at least 16 endogenous ligands and also for the viral protein tat, and mediates uptake of these ligands into endosomes in various cells, including neurons (9). Tat and some other LRP ligands can activate NMDARs and mediate calcium signaling in neurons (4,11,12). Tat, in contrast to other LRP ligands, escapes from the endosomal/lysosomal compartment (9) and, by mechanisms still poorly known, induces apoptosis in both neurons and astrocytes.This study was undertaken to examine mechanisms by...