The effects of various extracellular matrices and collagenous components on the morphology, growth, and function of cultured alveolar type 2 cells is examined. Cells grown on an endothelial matrix (EC) showed the greatest adherence, some cell division, and spreading to reach confluence sooner than cells grown on an epithelial matrix or on various types of collagen. The attenuated cells from all cultures were not true type 1 cells because, on trypsinization, they detached as sheets, reverted immediately to a cuboidal shape held together by junctional complexes, and showed an apparently normal content of lamellar bodies. The greatest synthesis of disaturated phosphatidylcholine (DSPC) was seen in cells grown on EC soon after confluence, but all cultures showed reduced but equal levels of DSPC-DNA by Day 4. This occurred whether cells were attenuated or cuboidal in shape. The results suggest that some component(s) of the endothelial matrix at the alveolar basement membrane facilitates epithelial cell growth. However, over longer culture periods the matrix preparations had little effect on type 2 cell proliferation whereas function diminished. This suggests that maintenance of these cells as normal type 2 cells or their further differentiation to the type 1 form requires some additional cell derived factor(s).