Naive B cells introduced into a lymphopenic host undergo antigen-independent proliferation which is inhibited in a cell dose dependent manner by feedback from mature B cells. Homeostatic proliferation is a generalized lymphocyte property with B cells sharing many of the inductive and regulatory characteristics established for naive and memory CD4+ and CD8+ T cells and NK cells. In this communication we discuss the cytokine requirements for B cell HP, extend the murine studies to human cells, and propose the hypothesis that B cell HP may provide an antigen-independent mechanism for maintaining B cell memory.