Abstract. Donor-specific transfusion (DST) can synergize with T cell co-stimulatory blockade in inducing tolerance in several transplant models, but the mechanism of action of DST is poorly characterized. This study used genetically altered mice in an established model of cardiac transplantation to study the role of MHC and co-stimulatory molecule expression on DST cells in mediating the immunomodulatory effects of DST. In addition, to examine the role of indirect antigen presentation in the effect of DST, experiments used recipient mice that do not express MHC class II molecules on peripheral antigen-presenting cells, but do have functional CD4 ϩ T cells (II Ϫ 4 ϩ ). As previously reported, treatment with DST from wild-type donors in combination with CD154 blockade induced tolerance in wild-type recipients of cardiac allografts. Tolerance in this model is also induced despite the absence of MHC class I and II, CD40, or B7 molecules on transfused cells. In contrast, eliminating the indirect pathway using II Ϫ 4 ϩ recipients blocked the induction of long-term cardiac allograft survival by DST. These results indicate that the indirect antigen recognition pathway mediates the immunomodulatory effect of DST in inducing transplantation tolerance in vivo.Numerous studies have shown that transfusion of allogeneic donor cells (donor-specific transfusion [DST]) has the potential to induce tolerance to a specific allograft. In particular, transfusion of donor splenic leukocytes at the time of transplantation synergizes with B7/CD154 co-stimulatory signal blockade in promoting long-term allograft survival, inducing tolerance, and preventing chronic allograft rejection in some models (1-4). Postulated mechanisms of the immunomodulatory functions of DST include clonal deletion (5,6), induction of anergy (7), generation of regulatory cells (8,9), regulation of cytokine production (5,7,10), promotion of microchimerism (10), provision of soluble MHC antigens (11), or a combination of these mechanisms (5,7,10,12). However, the proximal mechanisms involving alloreactive T cell interactions with DST remain unknown. The aim of this study was to investigate the role of MHC and co-stimulatory molecule expression on the immunomodulatory functions of DST in a fully allogeneic cardiac transplant model using specific gene knockout mice as sources of DST. In addition, to investigate the role of indirect recognition of antigen provided by DST, we used as recipient transgenic mice that express MHC class II only on thymic epithelium and develop normal numbers of CD4 ϩ T cells but express no MHC class II on peripheral antigen-presenting cells (APC) (13).