Prolonged hyperoxia, as may be used to treat patients with severe hypoxemia, can lead to lung injury, respiratory failure, and death. Resident mast cells play important roles in regulating the lung response to changing environmental conditions, as evidenced by their roles in asthma and airway hyperresponsiveness. In this study we evaluated the effect of prolonged hyperoxia on the number and distribution of mast cells in the rat lung. In rats maintained in normoxia, mast cells were distributed primarily in the loose connective tissue surrounding large bronchioles and vessels of the lung. In rats exposed to normobaric hyperoxia for 72 hr, mast cell number in lung sections increased significantly, and mast cells were found preferentially accumulated around vessels throughout the lung. Notably, mast cells around smaller vessels were abundant in hyperoxic lungs but rare in normoxic lungs. Also, mast cells were increased in the pleura of lungs exposed to hyperoxia. These changes in mast cell number and distribution in response to hyperoxia were evident in aged (22-month-old) rats as well as young (3-month-old) rats. As mast cell-derived mediators have many effects, e.g., on vascular leak and vascular tone, positioning of increased mast cell numbers throughout the lung vasculature may be an important contributor to changes in lung function subsequent to persistent hyperoxia.