The fate of two recently described human B lymphocyte-specific antigens (B1 and B2) was studied after B-cell activation in vivo and in vitro. Whereas both B1 and B2 were present on virtually all B cells from normal lymph nodes, B2 was absent from approximately 50% of B cells from hyperplastic lymph nodes. When B cells from spleen, tonsil, or peripheral blood were stimulated in vitro with pokeweed mitogen, activated cells were found to lose B2 (days 4-5) and subsequently B1 (days 6-7). Temporally, B2 loss was accompanied by loss of surface IgD, expression of T10, and the development of intracytoplasmic IgM; B1 loss was correlated with the acquisition of surface IgG and the appearance of intracytoplasmic IgG. Peripheral blood B cells, on which B2 is normally only weakly expressed (B1++++B2+) in contrast to B cells from secondary lymphoid organs (B1++++B2++), exhibited a transitory increase in B2 expression to the B1++++B2++ phenotype prior to B2 disappearance during activation. Taken together with other findings, this observation suggests that peripheral blood may contain a relatively immature subpopulation of B cells.