An attempt was made to deltermine the nature, origin, and fate of the membrane material of osmiophrlic lamella ted bodies, using lung tissue from neonate rats. The cytDplasm of the type II alveDlar pneumDnocyte contains ce!lItrioles, multivesicular bodies, and minute free vesicles similar to' those in the multivesicular bDdies. AutolysDsDmes, comprising membrane-bDunded cytoplasmic regiDns and osmiDphilic lamellated material, alsO' DC:::tlr in the type II pneumDnocytes. The mitochDndria often cDntain concentric membrane accumulatiDns and membranous whorls. The type II alveolar cells are chaf'dl::terised by an intensive autophagy; this isapparentIy correlated with glycDgenolysis, and with a radical cytodifferentiatiDn by which the cells transform to the type I pneumDnocyte. The osmiDphilic lamellae Df the autDlysowmes are proba:bly emptied isolation membranes. The mitochDndria poss~bly serve as repositories for the mass,ive membrane a,ccumulatiDns remaining after cytDplasmil:: lysis, which may invaginate intO' the organelles. The osmiophilic lamellated bodies typical of type n alveolar pneumDnDcytes may be mitochondrial membranes packed with the residual membranous material. Myeloid matter in the alveo'lar spaces (derived frDm the osmiophilic lamellated bDdies) is best interpreted, not as an organised secretory product, but rather as a residue Df cellular autDphagy.