Resting tonsillar B lymphocytes were shown to enlarge and become more buoyant when exposed to either IL-4 or a mAb (G28-5) to the 50-kDa CDw40 Ag. A striking feature of activation through CDw40 was the promotion of strong homotypic adhesions which did not occur in populations cultured with IL-4. Whereas the CDw40 antibody down-regulated its target Ag, an increased expression of CDw40 accompanied IL-4 stimulation. Similarly, only IL-4, and not the CDw40 antibody, was able to induce the appearance of CD23 on the resting B cell surface. Functionally, the major consequence of ligating CDw40 on resting B cells was that they remained alert to subsequent mitogenic signaling--cells incubated with IL-4 developed the same sluggish response as noted in control cultures. Together, IL-4 and the CDw40 antibody provoked a small, but significant, level of DNA synthesis in tonsillar B cells which was enhanced dramatically by the inclusion of low m.w. B cell growth factor. This latter agent had no discernible direct effect on resting B lymphocytes. The different pathways which have been observed for triggering resting B cells are discussed.