To initiate membrane fusion and virus entry, herpes simplex virus (HSV) gD binds to a cellular receptor such as herpesvirus entry mediator (HVEM). HVEM is a tumor necrosis factor (TNF) receptor family member with four natural ligands that either stimulate (LIGHT and LT␣) or inhibit (BTLA and CD160) T cell function.We hypothesized that the interaction of gD with HVEM affects the binding of natural ligands, thereby modulating the immune response during infection. Here, we investigated the effect that gD has on the interaction of HVEM with its natural ligands. First, HSV gD on virions or cells downregulates HVEM from the cell surface. Similarly, trans-interaction with BTLA or LIGHT also downregulates HVEM from the cell surface, suggesting that HSV may subvert a natural mechanism for regulating HVEM activity. Second, we showed that wild-type gD had the lowest affinity for HVEM compared with the four natural ligands. Herpes simplex virus (HSV) causes a primary infection in epithelial cells before establishing lifelong latency in sensory neurons. Four glycoproteins, gB, gD, and gH/gL, are essential for HSV entry and membrane fusion, and a fifth, gC, enhances the efficiency of entry by binding to heparan sulfate proteoglycans. When gD binds to a cell surface receptor, the fusion machinery of gB and gH/gL is activated, ultimately leading to virus entry (27).HSV type 1 (HSV-1) can engage three unrelated receptors: herpesvirus entry mediator (HVEM), nectin-1, and 3-OS-modified heparan sulfate (20,42,62). HVEM is a member of the tumor necrosis factor receptor (TNFR) family. It is expressed mainly on lymphoid cells such as primary T and B cells and monocytes, but it is also expressed to a lesser extent on fibroblasts and endothelial cells (29,32,34,71,72). HVEM is the principal receptor for HSV entry into activated T cells (42). All clinical isolates of HSV-1 and HSV-2 tested have the ability to use HVEM as a receptor despite the fact that it is not expressed on the main targets of HSV infection in vivo (32). Thus, the interaction of HSV gD with HVEM may be more important for modulating the immune response to virus infection than for playing a direct role in HSV spread into its human host.During HSV entry, binding of gD to its receptor induces conformational changes that activate gB and gH/gL to fuse the viral envelope with a cellular membrane. In addition, binding of gD to nectin-1 induces receptor downregulation and virion endocytosis (66). Here we show that interaction of gD with HVEM also causes receptor downregulation and virus endocytosis.The TNFR family regulates the adaptive immune response by directing cell survival, proliferation, and differentiation of lymphocytes (36). Members of this family, including HVEM, have a common structure that is comprised of an ectodomain with four cysteine-rich domains (CRD), a transmembrane region (TMR), and a cytoplasmic tail (CT). Unlike many members of the TNFR family, HVEM does not have a death domain in its cytoplasmic tail, but it does have binding sites for TNFR-associated fa...