The potent mucosal adjuvant properties of the type II heat-labile enterotoxin LT-IIa of Escherichia coli are dependent upon binding of the B pentamer of the enterotoxin (LT-IIa-B(5)) to ganglioside receptors on immunocompetent cells. To evaluate the immunomodulatory activities of LT-IIa-B(5), in vitro experiments employing bone marrow-derived dendritic cells (BMDC) were performed. Uptake of OVA-FITC, a model antigen (Ag), was enhanced by treatment of BMDC with LT-IIa-B5, but not by treatment of cells with the B pentamer of cholera toxin (CTB). Expression of co-stimulatory molecules (CD40, CD80, CD86, and MHC-II) and cytokines (IL-12p40, TNF-alpha, and IFN-gamma) was increased in BMDC treated with LT-IIa-B(5). The capacity of LT-IIa-B(5) to enhance Ag uptake and to induce expression of co-stimulatory receptors and cytokines by BMDC was dependent upon expression of TLR2 by the cell. Increased Ag uptake induced by LT-IIa-B(5) was correlated with increased Ag-specific proliferation of CD4(+) T cells in an in vitro syngeneic DO11.10 CD4(+) T cell proliferation assay. These experiments confirm that LT-IIa-B(5) exhibits potent immunomodulatory properties which may be exploitable as a non-toxic mucosal adjuvant.