The histopathologic findings in lung tissue are reported from five cases of Philadelphia Legionnaire's Disease and the results are compared to pneumonias caused by other microbial and chemical agents. Histopathology of lung tissue was similar in all cases, despite the fact that death occurred between the fourth and 14th day of clinical illness. The inflammatory response was almost totally limited to the lower respiratory tract and primarily involved respiratory bronchioles, alveolar ducts and alveoli. Major bronchial branches and pulmonary interstices showed little or no involvement. There was considerable variation in the extent and nature of the consolidation, but the overall reaction pattern was highly characteristic of diffuse alveolar damage. Most involved areas showed intra-alveolar, fibrinocellular mononuclear cell predominant exudates, associated with pneumonocytic hyperplasia and slough. These findings plus the presence of erythroleucophagocytosis by macrophages and paucity of polymorphonuclear leucocytes are commonly associated with psittacine pneumonia, and much less so with classic patterns of bacterial, viral, fungal or rickettsial pneumonias. Of the toxic inhalants, nickel carbonyl, phosgene, nitrous oxide, cadmium oxide and some halogenated hydrocarbons have been associated with this tissue reaction pattern. Bacteria were notably absent in lung tissue stained by methods used to demonstrate the Legionnaires' Disease agent.