To gain insight into the mechanism of memory B cell survival, we cultured highly purified subpopulations of tonsillar B cells with tonsillar fibroblasts. The fibroblasts greatly enhanced the survival of memory and naïve B cells but did not delay the rapid apoptosis of germinal center B cells. B cell activation was not observed during the period of culture, as shown by the absence of activation markers and of cycling cells. These findings were reproduced when the B cells were physically separated from the fibroblasts by a semi-permeable transwell-membrane, indicating that the survival factor(s) were diffusible. Several cytokines including IL-6, IL-15, and VEGF were tested for survival activity but none could replace the fibroblasts. However, the addition of reduced glutathione (GSH) to the naïve and memory B cells significantly enhanced their survival, and depletion of GSH resulted in rapid loss of B cell viability. Furthermore, intracellular glutathione levels were maintained when the B cells were co-cultured with fibroblasts. Our results suggest that glutathione plays an important role in the survival of memory and naïve B cells in the presence of stromal cells.