Asbestos is a generic name for a group of hydrated mineral silicates that occur naturally in a fibrous form. The early interactions of asbestos fibers with alveolar cells in large part determines their long-term toxicity. Young adult, SPF, Fischer rats were given a single intratracheal instillation of 2 mg crocidolite asbestos suspended in 0.5 ml of 0.9% NaCl solution. About 80% of the fibers had lengths of less than 10 ym as measured on light micrographs of the fiber suspension. Two rats were killed at 3 hr, 1 d and 1, 4, 8, 12 and 16 wk after instillation and the lungs instilled with 8 ml McDowell - Trumps at 20 cm H2O. Lung tissue was dehydrated and sputtered coated with palladium-gold for SEM or post-fixed in osmium tetroxide, embedded in epoxy resin and sections stained with uranyl acetate and lead citrate for TEM.