1. Cell proliferative activity of atypical bronchioalveolar epithelia in lung fibrosis cases treated with bleomycin (BLM) or radiation was investigated by studying the histochemistry of the argyrophil nucleolar organiser regions (AgNORs) and proliferating cell nuclear antigen (PCNA). 2. Five and 14 autopsy cases of individuals who died of pulmonary fibrosis, caused by BLM treatment and irradiation respectively, were compared with (i) six control subjects who proved to have no apparent fibrosis of the lung at autopsy and (ii) four lung squamous cell carcinoma cases. 3. Histopathologically, both the BLM-treated and irradiated cases showed extensive collapse of the lung caused by severe fibrosis, although proliferative epithelial lesions such as atypical bronchioloalveolar hyperplasia and squamous metaplasia were more prominent in the former. 4. The mean AgNOR numbers in both atypical hyperplasias and metaplasias, of either BLM or irradiation cases, were significantly higher than in control bronchioalveolar epithelial areas, whereas they were lower than in the lung cancers. Data for PCNA-labelling indices were in time with those for AgNORs. 5. The results indicate that atypical hyperplastic lesions in the bronchioloalveoli arising during the fibrosing process as induced by BLM, and by irradiation, are highly proliferative.