We have previously reported that incubation of human immunodeficiency virus type 1 (HIV-1) at 4 degrees C with soluble CD4 (sCD4) does not block but increases the binding of virions to CD4-positive H9 cells. In this study, we investigated the mechanism of this effect. It appears that sCD4 can induce the binding of HIV-1IIIB to CD4-negative human cells and to H9 cells with downregulated expression of CD4 at both 4 and 37 degrees C. The binding is proportional to the amount of sCD4 associated with virions, and requires the presence of heparan sulfate proteoglycans on the surface of cells. Monoclonal antibody (MAb) 9284 directed at an epitope overlapping with a putative heparin binding motif in the V3 loop of gp120 almost completely blocked the sCD4-induced binding of virions, while MAbs recognizing other sites of V2 or V3 loops had no effect. The binding of sCD4-coated virions to cells was also inhibited by MAbs 50-69 and 98-6 directed at extracellular epitopes of gp41, whose exposure is increased on binding of sCD4 to virions. Therefore, sCD4 potentiates the binding of HIV-1IIIB virions to cells by inducing conformational changes that enable envelope gp120 and gp41 to interact with cell surface components other than the CD4 receptor.