Alveolar type II pneumocytes were isolated from adult male rabbits and were placed in primary culture. The presence of anti-oxidants throughout the isolation procedure, particularly ascorbic acid and glutathione, was found to enhance in vitro attachment efficiency of cells. The use of a culture medium substituting D-valine for L-valine also significantly enhanced attachment efficiency. Although these cells do not ordinarily proliferate in culture, a low-serum medium containing insulin, transferrin, selenium and hydrocortisone allowed limited proliferation in addition to promoting dome formation in culture.