Butylated hydroxytoluene has been previously shown to damage alveolar type-I cells followed by proliferation of type-II pneumocytes which then redifferentiate into intermediate and newly formed type-I epithelial cells. In relation to this transformation process, in vivo incorporation of H3-choline, a precursor of the main component of lung surfactant, was studied in type-II cells of BHT-treated mice by electron microscopic radioautography. The labeling density was reduced in some type-II cells at 2, 3 and 5 days after a single injection of BHT. Cellular compartment analysis indicated that the transformation of type-II cells is accompanied by a notable loss of their lamellar body component as well as a decreased radioautographic labeling associated with this cell type, possible in relation with modified synthesis of phospholipid material of surfactant.