T cell activation is supposed to require two signals via the TCR and a co-stimulatory molecule. However, the signaling cascade of co-stimulatory molecules has remained elusive. Here we provide evidence that CD44, which is constitutively associated with Ick and fyn, supports proliferation as well as apoptosis mainly, if not exclusively, by enhancing signal transduction via the TCR/CD3 complex. Antigenic stimulation of a T helper line in the presence of a CD44 receptor globulin was accompanied by a significant decrease in IL-2 production. To evaluate the underlying mechanism, CD44 was cross-linked via an immobilized antibody (IM-7). Cross-linking of CD44 induces proliferation of peripheral T cells and apoptosis of thymocytes and a T helper line in the presence of subthreshold levels of anti-CD3. Several proteins are rapidly tyrosine phosphorylated; erk and c-jun are strongly activated; expression of CD69 and CD25 is up-regulated on mature T cells; and expression of CD95 and CD95L is up-regulated on the T helper line. All these phenomena become less dependent of CD44 in the presence of high amounts of anti-CD3. Furthermore, cross-linking of CD44 is only effective when supporting co-localization of CD44 with the TCR/CD3 complex, since mixtures of beads coated with either anti-CD3 (low dose) or anti-CD44 do not induce T cell activation. These findings imply the rearrangement of adhesion molecules with apposition of protein kinases as a critical event for the initiation of signaling via the TCR/CD3 complex.