The fate of B cells is determined by the signals from antigen receptor (BCR).1 These signals may be influenced by a variety of factors including antigen binding strength and the maturational stage of the cell. Accumulating evidence indicates that signals transmitted via coreceptors are also critical to the final outcome of B cells; one such coreceptor that appears to be functionally important is CD40 (1-3). CD40, a member of tumor necrosis factor receptor/nerve growth factor receptor family, has a cysteine-rich extracellular domain and a short cytoplasmic tail without enzymatic activity and is expressed on a variety of cells including B cells, dendritic cells, and epithelial cells. In B cells, CD40 is known to mediate proliferation, maturation, memory cell induction, germinal center formation, and class switching of immunoglobulin (Ig) gene (1-5).Signaling via CD40 not only protects germinal center B cells and several B lymphoma cells from spontaneous and BCRinduced apoptosis, respectively (6 -9), but also suppresses the growth of B lymphoma cells (10 -12) as well as mesenchymalepithelial cells (13-15). Thus, CD40 may transmit both positive and negative signals depending upon the cell type, implying a complex regulation of CD40 signal transduction.Numerous studies have been performed in determining specific pathways of CD40-initiated positive signaling. CD40 ligation has been demonstrated to activate several different signaling pathways, for example, activation of tyrosine kinases (Lyn, Fyn, and Syk), phosphatidylinositol 3-kinase, phospholipase C-␥2, Jak3-signal transducer and activators of transcription 3, and nuclear factor B (NF-B) (16 -21). CD40 signaling also enhances the expression of Pac-1, Cdk4, and Cdk6 (22,23), as well as various membrane molecules including CD23 (Fc⑀RII) (24), CD54 (ICAM-1) (25), CD80 (B7-1) (26), CD86 (B7-2) (27), CD95 (Fas) (28), and MHC class II (29). Furthermore, members of mitogen-activated protein kinase (MAPK) family are differentially activated by CD40 ligation. Three MAPK members have been identified: extracellular signal-regulated kinase (ERK), c-Jun NH 2 -terminal kinase (JNK, or stress-activated protein kinase), and the p38 MAPK. Although CD40-mediated activation of ERK is dependent on the cell types, JNK and p38 are activated in B cells and B cell lines by ligation via CD40 (30 -33), and p38 is reported to be required for CD40-induced B cell proliferation and NF-B activation in B cell lines and tonsillar B cells (34). However, the molecular basis for the negative effects of CD40 remains to be elucidated.In the present study, we show that, in contrast to WEHI-231 cells, BCR-induced growth inhibition was not rescued by CD40 ligation in BAL-17 cells; indeed, CD40 ligation itself inhibited proliferation of BAL-17 cells in a dose-dependent manner. Significantly, in CD45-deficient cells, the CD40-induced inhibition of proliferation was not observed and activation of JNK and p38 was enhanced and sustained. The phenotype of CD45-deficient cells was reversed by transfecting CD4...