Apoptosis is vital for embryonic development and tissue homeostasis in adults. Defects in apoptosis can emerge from the overexpression of pro-survival BCL-2 protein family members, and this can give rise to diseases including cancer and autoimmune disorders1. BH3-mimetic drugs that inhibit select pro-survival BCL-2 proteins have been developed for cancer therapy. However, whereas the BCL-2 inhibitor Venetoclax is well tolerated in patients, the use of other BH3-mimetics that inhibit related proteins MCL-1 or BCL-XL is more challenging due to on-target toxicity to non-malignant cells, including haematopoietic cells2. Pro-survival BCL-2 proteins play critical roles in haematopoiesis. MCL-1 is essential for the survival of haematopoietic stem and progenitor cells (HSPCs) as well as many immature and mature blood cell populations3. In contrast, the essential roles for BCL-2 and BCL-XL during haematopoiesis is restricted to specific haematopoietic subpopulations. We aim to determine the unique roles of MCL-1 compared to the other pro-survival BCL-2 family members and to understand why Mcl-1 knockout mice die at embryonic day E3.5. We used CRISPR to produce “gene-swap” mice in which the MCL-1 coding region was replaced with the coding region for BCL-2 (Bcl-2>Mcl-1). Excitingly, homozygous Bcl-2>Mcl-1KI/KI embryos developed until E12.5 and some even beyond, however, these embryos had major abnormalities. To examine the impact of replacement of MCL-1 by BCL-2 on haematopoiesis, lethally irradiated mice were reconstituted with Bcl-2>Mcl-1KI/KI HSPCs from E12.5 embryos. The expression of BCL-2 in place of MCL-1 in the haematopoietic system allowed the generation of all blood cell types. However, the reconstituted mice had massive abnormal increases (~7-fold) in white blood cells. Bcl-2>Mcl-1+/Ki mice also showed substantial accumulations of antibody-secreting plasma cells and immature B cells in their spleen and bone marrow. This suggests that the Bcl-2>Mcl-1 gene-swap mice may develop SLE-like autoimmune disease similar to vav-bcl-2 mice that overexpress BCL-2. Our work demonstrates that BCL-2 can replace MCL-1 in haematopoiesis, but this replacement causes abnormal accumulation of lymphoid cells.