CD40 ligand (CD40L) has been shown to increase surface Fas expression and induce B cell sensitivity to Fas-dependent CD4+ Th1 cell-mediated cytotoxicity (Th1-CMC). We investigated the role of unmethylated mitogenic CpG motifs in regulating Fas-mediated apoptosis in primary murine B cells. Unmethylated CpG motifs protected CD40L-stimulated B cells from Th1-CMC and apoptosis mediated by Fas-specific antibody. Mitogenic CpG motifs downregulated Fas expression on CD40L-stimulated B cells in a time-dependent fashion. These observations suggest that Fas-mediated apoptosis requires minimum upregulation of surface Fas expression and that CpG motifs protect B cells from Fas-mediated apoptosis by decreasing surface Fas expression. Thus, these results suggest a novel mechanism for induction of Fas resistance in B cells.