At birth, virtually all peripheral CD8(+) T cells express the CD28 co-stimulatory molecule, but healthy human adults accumulate CD28(-)CD8(+) T cells that often express the CD57 marker. While these CD28(-) subpopulations are known to exert effector-type functions, the generation, maintenance and regulation of CD28(-) (CD57(+) or CD57(-)) subpopulations remain unresolved. Here, we compared the differentiation of CD8(+)CD28(bright)CD57(-) T cells purified from healthy adults or neonates and propagated in IL-2, alone or with IL-4. With IL-2 alone, CD8(+)CD28(bright)CD57(-) T cell cultures yielded a prevailing CD28(-) subpopulation. The few persisting CD28(dim) and the major CD28(-) cells were characterized by similar telomere shortening at the plateau phase of cell growth. Cultures from adults donors generated four final CD8(+) phenotypes: a major CD28(-)CD57(+), and three minor CD28(-)CD57(-), CD28(dim)CD57(-) and CD28(dim)CD57(dim). These four end-stage CD8(+) subpopulations displayed a fairly similar representation of TCR V(beta) genes. In cultures initiated with umbilical cord blood, virtually all the original CD8(+)CD28(bright) T cells lost expression of CD28, but none acquired CD57 with IL-2 alone. IL-4 impacted on the differentiation pathways of the CD8(+)CD28(bright)CD57(-) T cells: the addition of IL-4 led both the neonatal and the adult lymphocytes to keep their expression of CD28. Thus, CD8(+)CD28(bright)CD57(-) T cells can give rise to four end-stage subpopulations, the balance of which is controlled by both the cytokine environment, IL-4 in particular, and the proportions of naive and memory CD8(+)CD28(+) T cells.