At 15 weeks after conception (a.c.), the human pulmonary acinus is lined by distal low-columnar and more proximal cuboidal cells that are successive stages in alveolar type II cell differentiation (pseudoglandular period of lung development). From 16 weeks a.c. onward, there are also 'flatter' cells that are intermediate stages in the differentiation of cuboidal type II cells into squamous type I cells (canalicular period). We investigated the role of wild-type p53 protein and the proliferation marker Ki-67 in the differentiation of type II and type I cells in these two periods. Serial sections from fetal lungs (n = 30) were immunoincubated with antibodies against p53 and Ki-67. The presence of prospective type II and type I cells was confirmed using immunohistochemistry for surfactant protein SP-A as a differentiation marker and light and electron microscopy. The p53 and Ki-67 positive nuclei were quantified per alveolar cell phenotype (i.e., low-columnar; cuboidal; flatter). The occurrence of cell apoptosis was studied using propidium iodide (PI) and 4',6'-diamino-2-phenylindol dihydrochloride (DAPI) staining. The combined increase in p53 expression and decrease in Ki-67 expression during alveolar epithelial cell differentiation suggests that wild-type p53 protein plays a role in the differentiation of alveolar type II and type I cells in the human lung, and that this function is mediated through cell cycle arrest. The rare incidence of apoptotic nuclei in alveolar type II cells, together with their absence in alveolar type I cells, supports the view that p53 is involved in the differentiation, rather than the death, of alveolar epithelial cells.