An in vitro experimental model was developed to characterize the cellular and molecular factors that regulate germinal center (GC)B-cell differentiation and apoptosis. In the culture system that sustains the GC-B-cell survival, CD40L stimulation is essential for GC-B-cell proliferation and differentiation in the presence of 1L-2, IL-4, and IL-10. IL-2 and IL-4 promote proliferation of GC-B-cells, whereas IL-10 is required for generation of plasma cells. Generation of memory B cells requires CD40L, IL-2, IL-4, but not IL-10. There are two mechanisms that cause apoptosis. In the early stage, spontaneous apoptosis occurs in the absence of CD40 stimulation. Following CD40L stimulation, Fas-mediated apoptosis operates to eliminate GC-B-cells, unless activated GC-B-cells encounter a second signal via B-cell Ig receptors. Physiological significance of these findings is discussed.