Corneal allografts overexpressing anti-apoptotic protein p35 in BALB/c mice have shown significantly reduced delayed-type hypersensitivity. However, the precise mechanisms responsible for altered immune response have been unclear. Based on previous data, we hypothesized that expression of p35 in corneal epithelium reduces the priming of T lymphocytes in draining lymph nodes after transplantation. In our results, mixed lymphocyte reaction with C57BL/6 splenocytes revealed statistically decreased frequency of CD4+ T cells in allograft group treated with p35 compared to other allogeneic groups. These findings provide new immunological insights on priming of T cells modified by genetically treated composite allograft to improve transplant survival.