We have previously shown that fetal growth restriction (FGR) during late gestation in sheep affects lung development in the near-term fetus and at 8 wk after birth. In the present study, our aim was to determine the effects of FGR on the structure of the lungs at 2 y after birth; our hypothesis was that changes observed at 8 wk after birth would persist until maturity. FGR was induced in sheep by umbilicoplacental embolization, which was maintained from 120 d until delivery at term (approximately 147 d); birth weights of FGR lambs were 41% lower than in controls. At 2 y after birth, body and lung weights were not different, but there were 28% fewer alveoli and alveoli were significantly larger than in controls; hence there was a 10% reduction in the internal surface area relative to lung volume in FGR sheep compared with controls. The lungs of FGR sheep, compared with controls, had thicker interalveolar septa as a result of increased extracellular matrix deposition; the alveolar blood-air barrier was also thicker, largely because of an 82% increase in basement membrane thickness. These changes are qualitatively similar to those observed at 8 wk. Our data show that structural alterations in the lungs induced by FGR that were apparent at 8 wk were still evident at 2 y after birth, indicating that FGR may result in permanent changes in the structure of the lungs of the offspring and may affect respiratory health and lung aging later in life. Low birth weight as a result of FGR has been associated with an increased risk of morbidity and mortality during infancy (1, 2). It is likely that altered lung development may be a contributing factor as it has been shown that the risk of respiratory illness and the requirement for ventilatory support is increased in FGR infants (3, 4). Respiratory impairments may persist into later life because low birth weight children who were growth-restricted in utero (5, 6), as well as adults having low birth weights (7,8), have evidence of impaired lung function. At present, however, the structural basis for a relationship between FGR and later pulmonary dysfunction is poorly understood.The sheep is a suitable animal model in which to study the effects of FGR on lung development; it is a long-gestation species in which alveolar formation begins before birth (9), as in the human (10), and which reaches sexual maturity 6 mo after birth. Recently we found, in developing sheep, that fundamental aspects of respiratory function were impaired after FGR; FGR lambs were hypoxemic and hypercapnic soon after birth and had reduced pulmonary diffusing capacity and lung compliance up to 8 wk (11). In addition to these functional alterations, we found that FGR induced structural changes in lung parenchyma that were evident in the near-term fetus and became more pronounced at 8 wk after birth (12). In particular, the blood-air barrier and structure of interalveolar septa were affected after FGR. It is possible that structural