In an attempt to elucidate the possible role of cytokines in autocrine growth of Ly-1 + B cells, and the role of this subset of B cells in immune regulation, both in normal and diseased hosts, we have performed a systematic analysis of cytokine production by a series of mouse Ly-1+B lymphomas, as well as normal peritoneal Ly-1+and conventional B cells. The lymphomas all express TGF-β, and some express IL-3 and IL-4. We observed that both the lymphomas and the peritoneal cells produce TNF-α, TNF-βand IL-6. Another cytokine, IL-10, is produced predominantly by peritoneal Ly-1+B cells from healthy mice and by Ly-1+B lymphomas, but not by conventional B cells. As IL-10 regulates the production of monokines and a subset of T-cell derived cytokines, our results suggest a broad immunoregulatory role for Ly-1 B cells. To complement these studies we have also examined the responses of Ly-1 B cells to mitogens and cytokines previously shown to stimulate conventional B cells. In summary, Ly-1 B cells, in contrast to conventional B cells do not respond to anti-Ig antibodies, even in the presence of IL-4. They do respond to LPS, and this response is preferentially enhanced by IL-5, and marginally enhanced by IL-3. Surprisingly LPS-induced proliferation of peritoneal B cells is inhibited by IL-6 and to a greater extent by IL-10. Whether this inhibition is a result of differentiation into Ig secreting cells is currently being evaluated. We discuss our findings in terms of the potential of Ly-1 B cells to regulate their own development and the immunocompetence of other cells.