The respiratory epithelium in the lungs of the tortoise (Testudo graeca) has been studied by electron microscopy. The epithelium consists of a mosaic of two different cell types (here called "pneumonocytes"). Type I pneumonocytes are roughly squamous and possess attenuated flanges of cytoplasm which extend over the septal capillaries. Localized cytoplasmic expansions are often present near the periphery of these flanges. Most of the organelles are concentrated in the perinuclear region; the most prominent of these are the mitochondria and osmiophilic inclusions. In contrast, type II pneumonocytes are cuboidal and are richly endowed with organelles including large Golgi complexes, extensive endoplasmic reticulum and numerous inclusion bodies. The morphological evidence suggests that type I pneumonocytes are involved in the secretion of osmiophilic material (presumed to be pulmonary surfactant) and in maintaining the integrity of the air-blood barrier. Type II pneumonocytes appear to be concerned solely with the production of surfactant.