Treatment of isolated rat Type II pneumocytes with Escherichia coli lipopolysaccharide (LPS) induces a number of ultra-structural changes which become evident after 60 min of incubation. By using post-embedding immunolabeling methods and electron microscopy, we have followed the fate of LPS after different times of incubation. After an initial period of accumulation in the pneumocyte microvilli, the LPS molecules enter the cytoplasm, forming discrete patches which are dispersed in some areas. After longer incubation times, LPS localize in condensed chromatin-free areas inside the nuclei. LPS micelles were visualized after freeze-fracture and compared with the LPS-labeled membrane areas, showing that LPS micelles aggregate in particular membrane zones. The sugar-specific staining in microvilli areas, where Maclura pomifera agglutinin (MPA)-gold particles bind, indicates the presence of galactose derivatives in these membrane structures. Pre-treatment of pneumocytes with LPS inhibited the MPA-gold labeling, suggesting a relation between the MPA receptor and a possible LPS receptor. Finally, double immunolabeling experiments indicated an apparent LPS-tubulin association in some particular membrane regions, which could not be observed when LPS and actin were co-localized.