Investigations were conducted to determine the mechanisms that account for differences in the responses of BoCD4+ lymphocytes from mammary gland secretions (MGS) in healthy cows and in cows with Staphylococcus aureus infection. The proliferative response to lectins and S. aureus antigens of mammary gland lymphocytes from healthy, S. aureus immunized cows was less than the response of peripheral blood lymphocytes. The lower responses of mammary gland lymphocytes were attributable both to less efficient antigen presentation by mammary gland antigen-presenting cells (APC) than by peripheral blood APC, and to lower responsiveness of mammary gland lymphocytes to lectins and antigen. In addition, the proliferative response of infected mammary gland lymphocytes was less than the response of uninfected mammary gland lymphocytes. This difference resulted from decreased proliferation of BoCD4+ lymphocytes in infected MGS. Flow cytometric analysis revealed that infected MGS contained increased numbers of BoCD8+ cells which coexpressed an activation molecule, ACT2, relative to BoCD8+ cells from uninfected MGS. Removal of BoCD8+, ACT2+ lymphocytes resulted in increased antigen responsiveness by lymphocytes from infected mammary glands. Also, when purified BoCD4+ lymphocytes were stimulated with antigen in the presence of varying numbers of ACT2+, BoCD8+ lymphocytes, antigen responsiveness was decreased in a dose-related manner. These data demonstrate that hyporesponsiveness of mammary gland lymphocytes to lectins and S. aureus antigen is, in part, mediated by activated BoCD8+ lymphocytes and suggest that this population enhances persistent intramammary infection by S. aureus.