The purpose of this study is to investigate the effects of vitamin E on both the decrease of cellular immunity with aging (Section 2) and the differentiation of T-cells in thymus (Section 3). In Section 2, spontaneously hypertensive rats (SHR) as a model for aging were used in this experiment and fed regular (50 IU/kg diet) or a high vitamin E (500 IU/kg diet) diet for 6 weeks. At 12 weeks old, they were killed and assayed. Although proliferation of thymic lymphocytes was significantly decreased in SHR fed the regular diet compared to that of Wistar Kyoto rats (WKY) fed the same diet, the high vitamin E diet induced higher proliferation of thymic lymphocytes in SHR, which was almost the same as that of WKY fed the regular diet. In addition, the expressions of both CD4 and CD8 antigens on CD4+ CD8+ T-cells were also decreased in SHR, which was significantly improved by a high vitamin E diet. These results suggest that a high vitamin E diet enhances thymic lymphocyte proliferation through increased T-cell differentiation in the thymus. Then, the effect of vitamin E on T-cell differentiation in the thymus was investigated by using male Fisher rats. Rats were divided into three groups; vitamin E-free, regular and high vitamin E groups and fed a diet containing various levels of vitamin E (0, 50 and 500 IU/kg diet) for 7 weeks. Although the proportions of CD4+ CD8- and CD4- CD8+ T-cells in thymocytes were significantly greater in the high vitamin E group, the proportion of CD4+ CD8- T-cells inversely decreased in the vitamin E-free group compared to that of the regular group. We have tried to investigate the mechanism on the increased T-cell differentiation in the thymus of rats fed the high vitamin E diet through cytokine production, thymic epithelial cell (TEC) and macrophage functions. As their results, we have found that vitamin E enhances T-cell differentiation through the increase of not macrophage but TEC function in the thymus, which is associated with the increased binding capacity of TEC to immature T-cells via increased expression of the adhesion molecule, ICAM-1. These results suggest that vitamin E is a potent nutrient for promoting health in the aged via the improvement of cellular immunity decreased with aging.