We investigated the replicative activity of type 2 cells in the lungs of mice at various times from 3 to 22 weeks after 18 Gy of X rays to the thorax. No significant changes were found until 11 weeks after thoracic X irradiation. Thereafter the replicative index of type 2 cells was significantly elevated, rising four to sixfold above that of control, sham-irradiated mice. During the period when the replicative activity of type 2 cells was elevated, the breathing frequency increased and there was histologic evidence of the presence of radiation pneumonitis. The magnitude of each of these indices of pneumonitis correlated significantly with the type 2 cell replicative index, suggesting that type 2 cell replication is related to pneumonitis in extent as well as in chronology. How these changes relate to the pathogenesis of radiation pneumonitis is unclear.