Our goal has been to develop a safe and effective system that would allow us to explore the functions of the human immunodeficiency virus (HIV) envelope. We have generated a human lymphoid cell line (TF228.1.16) that stably expresses functional HIV envelope proteins on its cell surface, and therefore closely mimics the viral envelope and virus-infected cells. The TF228.1.16 line forms syncytia with human cells of the CD4+ phenotype and provides a facile virus-free cell-based assay for examining the mechanism of syncytia formation and for evaluating novel agents that may disrupt this process. The TF228.1.16 cells also provide an opportunity to present the HIV envelope proteins to the immune system in cellular form. In vitro immunization of human peripheral blood mononuclear cells (PBMC) and in vivo immunization of rhesus monkeys with this reagent results in the production of antibodies with neutralizing (anti-syncytia) activities. When the HIV envelope is expressed against the background of human lymphoid cells, it may exhibit immune protection with unique properties that have not yet been explored. Our results indicate that a virus-free cell system can play an important role in exploring the biology and function of HIV-envelope proteins without the interference of other viral components present in infected cells. This paper discusses these results, and examines the potential use of TF228.1.16 as a vaccine.