  The Sa(r) galaxy NGC 4138 has been recently found to contain an extensive
counterrotating disk which appears to be still forming. Up to a third of the
stars in the disk system may be on retrograde orbits. A counterrotating ring of
H II regions, along with extended counterrotating H I gas, suggests that the
retrograde material has been recently acquired in the gas phase and is still
trickling in. Using numerical simulations, we have attempted to model the
process by which the counterrotating mass has been accreted by this galaxy. We
investigate two possibilities: continuous retrograde infall of gas, and a
retrograde merger with a gas-rich dwarf galaxy. Both processes are successful
in producing a counterrotating disk of the observed mass and dimensions without
heating up the primary significantly. Contrary to our experience with a
fiducial cold, thin primary disk, the gas-rich merger works well for the
massive, compact primary disk of NGC 4138 even though the mass of the dwarf
galaxy is a significant fraction of the mass of the primary disk. Although we
have restricted ourselves mainly to coplanar infall and mergers, we report on
one inclined infall simulation as well. We also explore the possibility that
the H-alpha ring seen in the inner half of the disk is a consequence of
counterrotating gas clouds colliding with corotating gas already present in the
disk and forming stars in the process.
