Using response to four different BCDF preparations as a model of B cell maturation, we have shown that induction of B cell proliferation abrogates terminal maturation of these cells. In fact, response to some BCDFs can occur in the presence of inhibitors of DNA replication, suggesting that there are proliferation-independent as well as proliferation-dependent BCDFs. These findings cannot be explained by changes in the kinetics of the BCDF response, nor can they be reversed by repletion of media or changing cell densities. Proliferation-independent BCDFs appear to exert their effects on dense, resting 4F2- B cells rather than more activated B cells. This is in contrast to B cell differentiation signals of IL-2 alone or SAC and IL-2 in concert. These data suggest that the current models of B cell activation and maturation may require some reorganization, relegating the proliferative phase of B cell maturation to a lesser role. In addition, evidence is provided for the fact that the resting B cell may have the full complement of receptors for BCDF as well as BCGF and BCPF and may help account for the inherent nonspecificity of the immune response.