We have compared the proliferative potential of IELs isolated from rat colon (CIEL) and small bowel (SBIEL), and compared this with that observed using spleen lymphocytes. Unless additional irradiated spleen cells were added as a source of accessory cells, both IEL populations show poor proliferation in response to Con A stimulation. The CD4/CD8 ratio in spleen, SBIEL and CIEL was markedly different (3:1, 1:3, and 1:1, respectively). Cells expressing surface markers characteristic of macrophages were not routinely found in SBIELs. Both IEL preparations inhibited spleen cell proliferation in response to Con A or immobilized anti-CD3, and produced a soluble factor(s) capable of causing similar inhibition. For CIEL this inhibition was dependent upon a proliferation-independent but cell-cell contact dependent event.