Preterm infants who receive supplemental oxygen for prolonged periods are at increased risk of impaired lung function later in life. This suggests that neonatal hyperoxia induces persistent changes in small conducting airways (bronchioles). Although the effects of neonatal hyperoxia on alveolarization are well documented, little is known about its effects on developing bronchioles. We hypothesized that neonatal hyperoxia would remodel the bronchiolar walls, contributing to altered lung function in adulthood. We studied three groups of mice (C57BL/6J) to postnatal day 56 (P56; adulthood) when they either underwent lung function testing or necropsy for histological analysis of the bronchiolar wall. One group inhaled 65% O 2 from birth until P7, after which they breathed room air; this group experienced growth restriction (HE1GR group). We also used a group in which hyperoxia-induced GR was prevented by dam rotation (HE group). A control group inhaled room air from birth. At P56, the bronchiolar epithelium of HE mice contained fewer Clara cells and more ciliated cells, and the bronchiolar wall contained 25% less collagen than controls; in HE1GR mice the bronchiolar walls had 13% more collagen than controls. Male HE and HE1GR mice had significantly thicker bronchiolar epithelium than control males and altered lung function (HE males: greater dynamic compliance; HE1GR males: lower dynamic compliance). We conclude that neonatal hyperoxia remodels the bronchiolar wall and, in adult males, affects lung function, but effects are altered by concomitant growth restriction. Our findings may partly explain the reports of poor lung function in ex-preterm children and adults. Anat Rec, 297:758-769, 2014. V C 2014 Wiley Periodicals, Inc.Key words: bronchioles; epithelium; airway smooth muscle; collagen; hyperoxia; lung functionFollow-up studies of very preterm infants, especially those who developed bronchopulmonary dysplasia (BPD) in infancy, show that the risk of impaired lung function in later life is increased (Doyle et al., 2006;Kulasekaran et al., 2007); the incidence of childhood asthma (Fawke et al., 2010) and reduced exercise capacity are also increased (Smith et al., 2008). Such findings suggest that very preterm birth, or factors associated with it, may permanently affect the conducting airways of the lung.