Penicillium marneffei, a dimorphic fungus endemic in parts of Asia, causes disease in those with impaired cell-mediated immunity, especially persons with AIDS. The histopathology of penicilliosis marneffei features the intracellular infection of macrophages. We studied the interactions between human leukocytes and heat-killed yeast-phase P. marneffei. Monocyte-derived macrophages bound and internalized P. marneffei in the presence of complement-sufficient pooled human serum (PHS). Binding and phagocytosis were still seen if PHS was heat inactivated or omitted altogether. The binding of unopsonized P. marneffei to monocyte-derived macrophages occurred in the absence of divalent cations and was not affected by inhibitors of mannose and -glucan receptors or monoclonal antibodies directed against CD14 and CD11/CD18. Binding was profoundly inhibited by wheat germ agglutinin. A vigorous respiratory burst was seen in peripheral blood mononuclear cells (PBMC) stimulated with P. marneffei, regardless of whether the fungi were opsonized. However, tumor necrosis factor alpha (TNF-) release from PBMC stimulated with P. marneffei occurred only if serum was present. These data demonstrate that (i) monocyte-derived macrophages bind and phagocytose P. marneffei even in the absence of opsonization, (ii) binding is divalent cation independent but is inhibited by wheat germ agglutinin, suggesting that the major receptor(s) recognizing P. marneffei is a glycoprotein with exposed N-acetyl--D-glucosaminyl groups, (iii) P. marneffei stimulates the respiratory burst regardless of whether opsonins are present, and (iv) serum factors are required for P. marneffei to stimulate TNF- release. The ability of unopsonized P. marneffei to parasitize mononuclear phagocytes without stimulating the production of TNF- may be critical for the virulence of this intracellular parasite.