The costimulatory receptor CD28 is important in the development of both Th1 and Th2 responses. To further assess the requirement for CD28 in the development of Th1 and Th2 responses, we analyzed the ability of T cells from wild-type or CD28- mice to secrete cytokines in MLRs with B lymphomas. We find that in the absence of added IL-12, B lymphomas expressing the alternate costimulatory ligand 4-1BBL can support the production of IL-2 and IL-4 but little detectable IFN-gamma by allogeneic CD28+ and CD28- T cells. IL-4 production by CD28+ or CD28- T cells responding to B7(low) B lymphomas was abrogated by blocking 4-1BB ligand-4-1BB interaction. When APC express high levels of B7 family molecules as well as 4-1BBL, soluble 4-1BB inhibits IL-4 production by CD28- but not by CD28+ cells. Addition of IL-12 to the CD28- MLRs results in increased production of IFN-gamma and decreased amounts of IL-2 and IL-4. Thus, both Th1 and Th2 responses can develop in the complete absence of a signal through the CD28 molecule. CD28+ and CD28- T cells differed, however, with respect to the effect of IL-12 on IL-4 production. IL-12 severely curtailed the amount of IL-4 produced in the CD28- T cell cultures but had a less profound effect on the level of IL-4 produced in the CD28+ cultures, suggesting that a strong signal through the CD28 molecule prevents down-regulation of IL-4 production by IL-12.