The continuous stimulation of the immune system using cell wall antigens from Brucella melitensis was found to cause both quantitative and qualitative changes in circulating lymphocyte populations in mice. Animals were inoculated in the hind legs with antigens on alternate days for varying lengths of time. During a two-month period, we saw a higher number of circulating lymphocytes, with an increase in the number of CD4+ cells (L3T4+) and B lymphocytes (I-Ad). After two months, a drop in the overall number of circulating lymphocytes occurred, with a decrease in CD4+ cells and an increase in CD8+ cells. During the first two months, we observed a size increase in popliteal lymph nodes and an elevated humoral response. The response then waned with the declining CD4+ cells. In the first two months, the treated animals also showed an in vitro response to two mitogens, concanavalin A and lipopolysaccharide and to the cell wall fraction, after which the treated animals showed a decreased response.