The bronchus and alveoli from young rats have been examined by electron microscope following the exposure of cigarette smoking. Experimental animals were exposed to the sidestream smoke in an experimentally designed cage for 45 minutes per day during four weeks. In the smoking group, transmission electron micrographs of lung tissues showed a large number of neutrophils with electron densed several lysosomes, numerous macrophages with many small lysosomes, and many residual bodies in alveolar space. Scanning electron micrographs revealed that the ciliated epithelial cells in bronchus of smoking group were replaced by goblet cells including loss of cilia, and increased cell size of many goblet cells in bronchus. These results depicted that the ultrastructural changes are due to the passive smoking, involving airway cell Injury.