Rationale: Although inhalation of zinc oxide (ZnO) nanoparticles (NPs) is known to cause systemic disease (i.e., metal fume fever), little is known about mechanisms underlying injury to alveolar epithelium. Objectives: Investigate ZnO NP-induced injury to alveolar epithelium by exposing primary cultured rat alveolar epithelial cell monolayers (RAECMs) to ZnO NPs. Methods: RAECMs were exposed apically to ZnO NPs or, in some experiments, to culture fluid containing ZnCl 2 or free Zn released from ZnO NPs. Transepithelial electrical resistance (R T ) and equivalent short-circuit current (I EQ ) were assessed as functions of concentration and time. Morphologic changes, lactate dehydrogenase release, cell membrane integrity, intracellular reactive oxygen species (ROS), and mitochondrial activity were measured. Measurements and Main Results: Apical exposure to 176 mg/ml ZnO NPs decreased R T and I EQ of RAECMs by 100% over 24 hours, whereas exposure to 11 mg/ml ZnO NPs had little effect. Changes in R T and I EQ caused by 176 mg/ml ZnO NPs were irreversible. ZnO NP effects on R T yielded half-maximal concentrations of approximately 20 mg/ml. Apical exposure for 24 hours to 176 mg/ml ZnO NPs induced decreases in mitochondrial activity and increases in lactate dehydrogenase release, permeability to fluorescein sulfonic acid, increased intracellular ROS, and translocation of ZnO NPs from apical to basolateral fluid (most likely across injured cells and/or damaged paracellular pathways). Conclusions: ZnO NPs cause severe injury to RAECMs in a dose-and time-dependent manner, mediated, at least in part, by free Zn released from ZnO NPs, mitochondrial dysfunction, and increased intracellular ROS.Keywords: epithelial monolayers; zinc toxicity; reactive oxygen species; mitochondrial damage; plasma membrane integrity Nanoparticles (NPs) are used in many commercial products and new applications in biomedicine, yet their fate, potential toxicity, and mechanisms of translocation in biological cells, tissues, and organs (including the lung) have not been well defined. Some, but not all, inhaled NPs (including ambient ultrafine particulates that overlap in size with NPs) have been reported to be associated with adverse health effects (1, 2). There is evidence that measurable amounts of these inhaled NPs are found in end organs (e.g., liver, spleen, and heart) after inhalation (3-6), possibly leading to thrombosis, atherogenesis, and cardiac dysrhythmias (3,7,8). NPs found in end organs after inhalation are most likely to enter the systemic circulation across the epithelia of the lung, especially the alveolar epithelium, which constitutes a very thin biological barrier (z0.5 mm) and affords greater than 95% of the surface area (z100 m 2 in humans) in distal airspaces of the lung.Of the NPs and ambient ultrafine particulates studied to date, several metal (e.g., Fe, Zn, V, and Ni) and metal oxide (Fe 2 O 3, ZnO, V 2 O 5 , and NiO) NPs have the potential to cause inflammation and injury in lungs (9-12). Among metal and metal oxide NPs i...