The Sa(r) galaxy NGC 4138 has been recently found to contain an extens
ive counterrotating disk that appears to be still forming. Up to one-t
hird of the stars in the disk system may be on retrograde orbits. A co
unterrotating ring of H II regions, along with extended counterrotatin
g H I gas, suggests that the retrograde material has been recently acq
uired in the gas phase and is still trickling in. Using numerical simu
lations, we have attempted to model the process by which the counterro
tating mass has been accreted by this galaxy. We investigate two possi
bilities: continuous retrograde infall of gas and a retrograde merger
with a gas-rich dwarf galaxy. Both processes are successful in produci
ng a counterrotating disk of the observed mass and dimensions without
heating up the primary disk significantly. Contrary to our experience
with a fiducial cold, thin primary disk, the gas-rich merger works wel
l for the massive, compact primary disk of NGC 4138 even though the ma
ss of the dwarf galaxy is a significant fraction of the mass of the pr
imary disk. Although we have restricted ourselves mainly to coplanar i
nfall and mergers, we report on one inclined infall simulation as well
. We also explore the possibility that the Ha ring seen in the inner h
alf of the disk is a consequence of counterrotating gas clouds collidi
ng with corotating gas already present in the disk and forming stars i
n the process.