In this paper we describe functional and phenotypic changes in T cells after in vitro coincubation of peripheral blood mononuclear cells (PBMC) and Leishmania donovani parasites at different parasite/peripheral blood mononuclear cell ratios. The phytohemagglutinin (PHA)-induced lymphoproliferative response was reduced by the coincubation, and at the maximal parasite/peripheral blood mononuclear cell ratio used (7.5:1), the average response was less than 40% of the response in the absence of parasites. The cause of the reduction in lymphoproliferation is not clear, but it requires live parasites. Interleukin-1 production was unaffected, the levels of soluble interleukin-2 receptor in supernatants were not changed by the coincubation, and the addition of exogenous interleukin-2 failed to revert the suppressive effect of the parasites. In addition to the reduction in lymphocyte proliferation, phenotypic lymphocyte changes were observed. Cell surface expression of the CD3 antigen, which is part of the CD3-T-cell receptor complex, was significantly reduced with increasing parasite/peripheral blood mononuclear cell ratios; the reduction was general in the sense that the parasites caused a shift in the fluorescent intensities of anti-CD3 labeled cells toward lower values, without affecting the distribution pattern. In contrast, the parasites altered the CD25 (interleukin-2 receptor) expression on PHA-stimulated cells from a homogenous CD25-positive population to two populations, one small and without CD25 expression and the other, larger population with only a slight reduction in size and CD25 expression. In addition to the changes in expression of surface antigens, a general reduction in the size of PHA-stimulated lymphocytes after coincubation with the parasites was observed. The data presented thus suggest that the inhibition of the proliferative response to PHA by live L. donovani in vitro is associated with early processes in lymphocyte activation. Further studies on the inhibitory phenomena described may be of potential significance in the investigation of the suppressive mechanisms in human visceral leishmaniasis.