In order to investigating the pulmonary toxicity of the O-chlorobenzyledene malononitrile (CS), lacrimating agent, $2.6g/m^3$ of CS was inhalated to Sprague-Dawley rats in the plastic chamber for 20 minutes. The ultrastructural changes of type II pneumocytes in the lung were observed with Hitachi 600 transmission electron microscope. The results obtained were as follows: 1. 3 hours after exposure to CS the fusion of surface microvilli, dilatation of cristernae of the rough endoplasmic reticulum, atrophy of Golgi complex and condensation, deletion of lamellated membranes in lamellar bodies were observed in type II pneumocytes. 2. One and 2 days after CS-exposure, disorganization of mitochondrial double membranes, fragmentations of rough endoplasmic reticulum were found in the great alveolar cells. In addition, decrease in amount of polyribosome granules and deletion or condensation of lamellated membranes in lamellar bodies were also observed. 3. 4 days after exposure to CS, the type II pneumocyte revealed new whorled lamellar membranes in lamellar bodies, a few intact rough endoplasmic reticulum and restoration of polyribosome granules. It is consequently suggested that CS induces degenerative changes of cytoplasmic organelles in the type II pneumocytes.