The primary reservoir for Streptococcus pneumoniae is the human nasopharynx, and colonization is often the initial step in pathogenesis. Recently we have demonstrated that pneumococcal colonization primes the immune response to subsequent vaccination with the pneumococcal conjugate vaccine (CPV). In this study we wished to determine if colonization stimulates the production of B cell memory that is activated following vaccination with CPV. To test this hypothesis, we colonized mice with S. pneumoniae serotype 14, adoptively transferred their B cells and CD4 + T cells into naïve recipients, and vaccinated the recipients with CPV. Our results indicate that pneumococcal colonization stimulates the production of memory B cells which are responsible for enhancing the immune response to CPV vaccination.