The stimulation and maintenance of the pulmonary alveolar type II cell's capacity to biosynthesize, store, and secrete surfactant proteins (SPs) are modulated to a great extent by growth factors, extracellular matrix (ECM) components, and hormones. It is possible that differences in ECM composition, as exist between type I and II cells normally or as might occur with excessive cell surface shedding during inflammation or injury states, may specifically alter SP expression. Here, isolated type II cells were exposed to the model sulfated ECM heparin; desulfated heparin; and/or fibroblast growth factor (FGF)-1, -2, or -7 for 24 h to examine by quantitative realtime polymerase chain reaction their effects on SP gene expression. Aquaporin 5 (AQP-5) gene expression was also examined as a phenotypic marker for the type I cell. SP-B mRNA abundance was increased 4-to 8-fold by all three FGFs. Heparin at low concentrations (5 g/ml) or desulfated heparin at high concentrations (500 g/ ml) enhanced the effects of FGF-2 and -7, while high heparin concentrations (500 g/ml) were inhibitory. In contrast, SP-B mRNA abundance was increased by heparin in a dose-and sulfationdependent manner when used in combination with FGF-1. SP-C and AQP-5 mRNA levels were increased by heparin alone in a doseand sulfation-dependent manner, while all FGFs lacked effect on SP-C or AQP-5 mRNA levels. These data indicate that heparin can be stimulatory to SP gene expression depending on concentration, degree of sulfation, and surrounding FGF environment, and that heparin plays a significant role in modulating alveolar epithelial cell phenotype in vitro.Keywords: extracellular matrix; fibroblast growth factor; keratinocyte growth factor; surfactant protein-B; surfactant protein-C The pulmonary alveolar surface is lined primarily by two epithelial cell types, the alveolar type I cell and the alveolar type II cell. The squamous type I cell accounts for ف 40% of the alveolar epithelial cells by number and covers 95% of the alveolar surface (1). In contrast, the cuboidal type II cell accounts for ف 60% of alveolar epithelial cells by number, yet covers only 5% of the alveolar surface (1). Their striking morphologic differences reflect their specialized and intricately complementary functions within the deep lung. The squamous (0.2 m) type I cell, with its large surface area, facilitates the efficient diffusion of respiratory gases across the lung epithelium. To maintain this surface area available for gas exchange, pulmonary surfactant, which consists of a mixture of phospholipids and associated proteins, is synthesized and secreted by the type II cell to lower surface tension in the alveoli and prevent their collapse (2). The type II cell,