Human intraepithelial lymphocytes (IEL) are CD8+ T cells located between intestinal epithelial cells, capable of only minimal proliferation to mitogens but brisk proliferation to mitogens combined with sheep red blood cells. This study examines this differential response of IEL. Both IEL and CD8+ T lymphocytes from the peripheral blood are predominantly CD2+, CD3+, CD4-, CD5+, CD8+, and express the alpha beta subunits of the T-cell receptor. Human IEL express the same densities of the CD2, CD3, and CD8 antigens but a lower density of the CD5 antigen than do peripheral blood CD8+ T cells. The proliferation of IEL is significantly less than that of peripheral blood CD8+ T lymphocytes in response to phytohemagglutinin, to concanavalin A, or to anti-CD3 antibody bound to Sepharose (p less than 0.05). Supplementing IEL with interleukin-1, interleukin-2, or autologous peripheral blood macrophages does not completely reconstitute the proliferative response of IEL to these stimuli. Rather, the low proliferation of IEL to these stimuli is due to incomplete activation, as demonstrated by the low percentage of CD25 (Tac)+ lymphocytes with concanavalin A or the low density of the CD25 antigen with phytohemagglutinin. Both IEL and peripheral blood CD8+ T lymphocytes proliferate minimally in response to alloantigens or to interleukin-2, but briskly in response to stimuli of the CD2 receptor such as the combination of anti-T11(2) and anti-T11(3) antibodies or mitogen and sheep red blood cells. The sheep red blood cells enhance the mitogen-induced response of IEL by augmenting events of activation, both interleukin-2 production and interleukin-2 receptor expression. Thus, IEL represent an unusual compartment of CD2+, CD3+ T lymphocytes that are activated more completely by stimuli of the CD2 receptor than by stimuli of the CD3 receptor or by T-cell mitogens.