A recombinant Oka (ROka) varicella-zoster virus (VZV) vaccine was constructed that expresses herpes simplex virus type 2 (HSV-2) glycoproteins B (gB) and D (gD). Guinea pigs received one of four inocula: (a). uninfected cells, (b). recombinant Oka VZV infected cells, (c). recombinant Oka VZV expressing HSV-2 gB/gD (ROka-gB2/gD2) infected cells, or (d) heat-inactivated ROka-gB2/gD2 infected cells. Only animals inoculated with ROka-gB2/gD2 developed high titers of neutralizing antibodies to HSV-2. Animals immunized with ROka-gB2/gD2 had reduced mortality after intravaginal challenge with HSV-2 compared with animals that received ROka or heat-inactivated ROka-gB2/gD2. Animals immunized with ROka-gB2/gD2 had reduced lesions scores for the first 2 weeks after challenge, and reduced shedding of HSV-2 on Days 5 and 7 after challenge, compared to the other two groups. These data show that recombinant VZV expressing HSV-2 antigens must be infectious to offer significant protection against challenge with HSV-2, and that ROka-gB2/gD2 has promise as a candidate HSV-2 vaccine.