Natural killer (NK) cells survey potential targets using an array of receptors specific for major histocompatibility complex class I molecules. In mice, members of the Ly49 receptor gene family are expressed on overlapping subsets of NK cells and on CD1-restricted NK1 T cells. Here we characterize a population of memory cytotoxic (CD8(+)) T lymphocytes which also express inhibitory Ly49 family members. This cell population increases steadily with age; by 11 months, over one third of memory CD8(+) T cells express Ly49 molecules. These cells appear to express a normal TCR repertoire, and share several traits with previously activated T cells. Analysis of mutant mouse strains reveals that normal development of these cells depends upon the presence of the transporter associated with antigen presentation (TAP), classical class I molecules, and class II molecules. As a functional consequence of Ly49 expression, we demonstrate that T cell receptor-mediated activation of CD8(+) T cells is inhibited by Ly49 interactions with cognate class I molecules. We hypothesize that conventional memory CD8(+) T cells initiate Ly49 expression as a means of dampening an immune response and / or inhibiting T cell autoreactivity.