In humans, limited T-cell receptor repertoire and lymphopenia are associated with severe eosinophilic inflammatory disease. A model of lymphopenia and reduced T-cell repertoire was created; C57BL/6 Rag2-/- mice received limited (30,000) or large (2 million) numbers of CD4 T-cells. Three to five months post-transfer, mice that had received 30,000 T-cells, but not those that received 2 million, developed fulminant macrophage pneumonia with eosinophilia, Ym1 deposition. methacholine-induced airway hyperresponsiveness, eosinophilic gastritis and esophagitis. These mice had strikingly elevated serum IgE (in CD3epsilon-/- hosts) and donor-cells were enriched for IL-4, IL-5 and IL-13 producers. Th2 pathology and serum IgE were enhanced when transferred populations were depleted of CD25+ CD4 Tregs, but was more severe when the effector population was derived from limited as compared to the large effector population. Pretreatment of Rag2-/- mice with 300,000 CD25+ CD4 Tregs prior to effector cell transfer prevented disease while pretreatment with 30,000 did not, despite the fact that there were equal numbers of Tregs in the hosts at the time of transfer of effector cells. Limited repertoire complexity of Tregs may lead to a failure to control immunopathologic responses and limited repertoire complexity of conventional cells may be responsible for the Th2 phenotype.