C4Dlow cells are a population of lymphoid lineage-restricted progenitor cells representing the earliest precursors present in the adult thymus. Paradoxically, thymic progenitors with a similar phenotype in fetal mice and adult RAG-2-deficient (RAG-2-/-) mice lack this characteristic low-level expression of CD4. We now show that radiation-induced differentiation of CD4+ CD8+ double positive thymocytes in RAG-2-/- mice results in the appearance of low levels of CD4 on thymocytes that are phenotypically identical to C4Dlow progenitor cells present in the normal adult thymus. This suggests that CD4 surface expression can be passively transferred from double positive cells to early progenitor thymocytes. Analysis of mixed bone marrow chimeras, reconstituted with hematopoietic stem cells from both CD4-/- (CD45.2) and CD4wt (CD45.1) congenic mice, revealed a CD4low phenotype on cells derived from CD4-/- bone marrow cells. Furthermore, these CD4-/- -derived "C4Dlow" progenitors were capable of reconstituting lymphocyte-depleted fetal thymi, with all thymocytes displaying a CD4-/- phenotype. This directly demonstrates that genetically CD4-deficient thymic progenitor cells can passively acquire a C4Dlow phenotype. Moreover, CD4 expression on C4Dlow progenitor thymocytes is sensitive to mild acid treatment, indicating that CD4 may not exist as an integral cell surface molecule on this thymocyte population. Our findings demonstrate that low-level CD4 surface expression can be passively acquired by intrathymic progenitor cells from the surrounding thymic microenvironment, suggesting that other cell surface molecules expressed at low levels may also result from an acquired phenotype.