The objective of this study was to investigate the histology of tissue formed when fetal rat lung cells were grown in a collagen-glycosaminoglycan (GAG) tissue-engineering scaffold. The goal was the formation of lung histotypic structures in the tissue-engineering scaffolds in vitro. Achieving this goal would facilitate future investigations of the effects of selected scaffold design parameters on processes that may underlie aspects of lung regeneration in vivo. Lung cells were obtained from Sprague-Dawley rats after 16 and 19 days of gestation. These dissociated cells were seeded into type I collagen-chondroitin 6-sulfate matrices, 8 mm in diameter by 2 mm in thickness, cross-linked and sterilized by dehydrothermal treatment. Approximately 28 million cells were seeded into each spongelike sample. Histological and immunohistochemical studies were performed at termination periods of 2 days and 1, 2, and 3 weeks. The enzymatically dissociated 19-day gestation fetal rat lung cells formed and maintained alveolar-like structures, 50-60 microm in diameter, in the collagen- GAG scaffold. A novel finding was that all of the cell-seeded scaffolds underwent cell-mediated contraction that appeared to be associated with the finding by immunohistochemistry of expression of alpha-smooth muscle actin in some cells. These results demonstrate the capability of dissociated lung cells to form lung histotypic structures in collagen-GAG tissue-engineering scaffolds in vitro. This culture system may be of value in facilitating exploration of strategies for preparing such scaffolds for the regeneration of lung tissue in vivo.