In order to better define the responses of lung cells to potentially pathogenic insults, primary cell cultures of dissociated respiratory epithelial cells have been established. These epithelial cells have been obtained from various areas of the respiratory tract ranging from the trachea to the alveolus and the cultures have been demonstrated to mimic the differnetiated state of these cell types as observed in situ. Several procedures which enhance the differentiated state have been evaluated, which include maintenance on more physiologically-relevant substrata, such as collagen gels, use of defined serum-free medium and use of air/liquid interface systems. These approaches have allowed intracellular responses of respiratory epithelium to toxic insult to be better defined.