BACKGROUND Intestinal intraepithelial lymphocytes (iIEL) are the first line of lymphoid cells exposed to orally absorbed foreign antigen. Because of this unique position, we hypothesized that the iIEL down-regulates the immune response to foreign antigen to prevent broad sensitization. METHODS One-way mixed lymphocyte cultures (MLCs) were performed with Brown Norway (BN) as the responder and irradiated Lewis rats as the stimulator. BN iIEL or control cells (irradiated BN spleen-thymus cells) were added to the MLCs to assess their inhibitory function. RESULTS When iIEL cells comprised 0.63% of well volumes, a significant (p < 0.05) decline in MLC proliferation was seen. To determine whether this inhibitory action was mediated by a soluble factor, supernatant from iIEL cultured with irradiated Lewis spleen-thymus cells was added to MLCs and was compared with the addition of culture medium as the control group. The iIEL group proliferated significantly less (p < 0.05) than the control group. To further define the mechanism of action, iIEL-conditioned supernatant was treated with neutralizing antibody to transforming growth factor-beta (25 micrograms/ml) or control immunoglobulin. Treated supernatant was then added to an MLC, resulting in a partial loss of inhibitory action. CONCLUSIONS The iIEL appears to significantly suppress a response to allogeneic stimuli via a mechanism mediated by the action of one or more soluble factors. Transforming growth factor-beta may well be one of the mediators of this inhibitory action.