Despite the importance of natural killer (NK) cells in the immune response, the regulation of human NK cell growth has not been well characterized. We have hypothesized that, similar to the proliferation of T and B lymphocytes, optimal proliferation of NK cells requires costimulatory signals as well as a primary mitogenic stimulus. Evidence for costimulation by both soluble cytokines and cell contact-dependent factors is presented. Soluble IL-1 and TNF were found to augment NK cell proliferation in response to primary mitogenic cytokines, including IL-2, IL-4, IL-7, and IL-12. The costimulatory effect of IL-1 and TNF is strongly enhanced by the calcium ionophore ionomycin. Coculture of NK cells with irradiated K562 cells can largely substitute for the costimulatory signal provided by ionomycin. Costimulation by K562 requires intimate cell contact and is not reconstituted by cell-free supernatants. Activated T lymphocytes can also mediate contact-dependent costimulation of NK cells; resting PBMC, several NK-sensitive cell lines, and all NK-resistant cell lines tested were not found to be costimulatory. Engagement of CD16 did not augment NK cell proliferation. Thus, triggering of natural killing or antibody-dependent cell-mediated cytotoxicity (ADCC) does not consistently provide a costimulatory signal for NK cell proliferation. Cell contact-dependent costimulation of NK cells does not appear to involve known receptors that can costimulate T cells, including CD2, CD27, CD28, CD29, or LFA-1. The molecular nature of the putative NK cell costimulatory receptor remains to be elucidated. Nevertheless, human NK cells could be expanded in vitro using leukocyte-conditioned medium (LCM) as a source of IL-2 and accessory cytokines and ionomycin to bypass the putative receptor for cell contact-dependent costimulation. NK cells expanded in LCM and ionomycin express typical NK cell antigens and mediate natural killing and ADCC. Further characterization of the costimulatory signals for NK cell proliferation may elucidate the physiologic regulation of NK cell growth and may ultimately allow more effective manipulation of these lymphocytes in the immunotherapy of human diseases.