The aim of this study was to explore effect of CD8+CD28- T-lymphocyte in the inhibition of mesenchymal stem cells (MSC) on T-lymphocyte proliferation. T cells were harvested by using nylon column and CD8+ T cells were sorted by magnetic beads; the T-lymphocyte proliferation in the presence of PHA was evaluated by MTT; the proportion of CD8+CD28- T cells was assayed by fluorescence-activated cell sorter (FACS). The results showed that MSC inhibited T-lymphocyte proliferation and the inhibitory effect depended on the amount of MSC; the data of FACS indicated that in the CD8+ T cells co-cultured with MSC, CD8+CD28- T cells were up-regulated significantly, compared with the non-treated CD8+ T cells. In conclusion, MSC perform their immunosuppressive function by up-regulation of CD8+CD28- T cells.