Maturation of lungs was studied morphologically in fetuses of does made diabetic with alloxan. The lungs of fetuses of does treated with alloxan 24 h after mating appeared to be less mature than control lungs, as shown by significant decrease in areal density of air space (p < 0.01) and by increases in areal density of alveolar epithelium and capillaries (p < 0.02). In alloxan fetuses, ultrastructural techniques revealed that type II cells had 10 times the control value for areal density of glycogen (p < 0.01) and 2.5 times that of rough endoplasmic reticulum (p < 0.05), but the proportion of type II cells and the number of lamellar bodies per type II cell profile were similar in both groups. Ultrastructural examination of capillaries demonstrated that their migration and the fusion of their basement membrane with that of alveolar epithelium did not occur as frequently in alloxan fetuses as in control fetuses. Biochemically, the lungs of alloxan fetuses contained significantly more glycogen and protein (p < 0.01) than control lungs, but the deoxyribonucleic acid was similar. The alloxan fetuses had a disturbance of lung structural maturation that was consistent with our previous findings of delayed functional maturation without accompanying change in disaturated phosphatidylcholine levels and ratio of lecithin to sphingomyelin.