Background: B cell subset has been divided into B-1 cells and B-2 cells. B-1 cells are found most prominently in the peritoneal cavity, as well as constituting a small pro portion of splenic B cells and they are larger and less dense than B-2 cells in morphology. This study was designed to compare the differences in their proliferation and differentiation between B-1 and B-2 cell. Methods: We obtained sorted B-1 cells from peritoneal fluid and B-2 cells from spleens of mice. Secreted IgM was measured by enzyme-linked immunosorbent assay. Entering of S phase in response to LPS-stimuli was measured by proliferative assay. Cell cycle analysis by propidium iodide was performed. p21 expression was assessed by real time PCR. Results: Cell proliferation and cell cycle progression in B-1 and B-2 cells, which did not occur in the absence of LPS, required LPS stimulation. After LPS stimulation, B-1 and B-2 cells were shifted to Sand G2/M phases. p21 expression by resting B-1 cells was higher than that of resting B-2 cells. Conclusion: B-1 cells differ from conventional B-2 cells in proliferation, differentiation and cell cycle.