CD5 + B cells represent a subpopulation of B cells which have the characteristic of employing unmutated immunoglobulin variable region genes. These cells are found to be increased early in ontogeny. The percentage of CD5 + B cells is highest in the fetus and decreases after birth. The antibodies produced by CD5 + B cells are polyreactive and are the natural autoantibodies. These autoantibodies may not be pathogenic. CD5 + B cells are elevated in certain autoimmune disease states and are the malignant cell type in B-CLL, with a strong genetic component involved in determining elevated CD5 + B cell states. Elevated CD5 + B cells are found in immunodeficient states (young, aged, and autoimmune). CD5 + B cells may normally act as a first-line defense against invading foreign pathogens but are not involved in the specific immune response. There is some evidence, at least in newborns, that CD5 + B cells may affect the emerging B cell repertoire of conventional B cells via idiotype cascade. However, the action of CD5 + B cells in the newborn may be quite different than their activity in the adult. Nonimmunoglobulin-producing CD5 + B cells may be immunosuppressors. In this report, a unique subpopulation of CD5 + B cells was investigated. These cells were found only in the spleens of aged NZB mice. The CD5 + B cells were clonal and possessed extra chromosomes and did not appear to be producing antibodies. These cells were capable of rapid proliferation in unirradiated recipients. By taking advantage of this proliferative capability, the effect of exogenous clonal CD5 + B cells on recipient immune system was evaluated. Clonal CD5 + B cells from NZB mice were immunosuppressive and decreased the numbers of conventional B cells as well as the level of "natural antibodies." In summary, CD5 + B cells may play different roles in the immune system depending upon environment, age, and their differentiation state (i.e., proliferation versus antibody secretion). The natural antibody produced by CD5 + B cells may be involved in maintenance functions such as removal of dead cells and first-line defense mechanisms. In addition, CD5 + B cells may themselves regulate the immune system and produce a factor which is immunosuppressive. An understanding of the various functions of CD5 + B cells may elucidate fundamental immunoregulatory circuits.