Lung fibrosis is a process in which collagen is laid down and the delicate capillary-alveolar relationship is disturbed. The architectural changes which occur in the capillaries, a main element of the oxygen transferring unit, are difficult to illustrate without a three-dimensional tool, such as scanning electron microscopy. Therefore, a scanning electron microscopic study was undertaken to show the capillary changes of lung fibrosis. Fibrosis was induced in rats by intratracheal instillation of bleomycin. After 30 days the rats were sacrificed, and the vascular tree of the lung was cast with methacrylate. The fibrosis was patchy. The intercapillary space became wider; and some capillaries had large, irregular dilatations. Occasionally giant capillaries (up to 19 mu in diameter) were noted. The pleural and alveolar capillary diameters increased (P less than 0.01), and the branching frequency decreased (P= 0.02). The center of the capillary rings, which has been suggested to be the site of contractile interstitial cells, increased in size (P= 0.03). The appearance of irregularly shaped capillaries and an increase in diameter without a change in density of alveolar capillaries, resulting in a loss of surface area and a decrease in branching, are the main scanning electron microscopic findings of the remodeling which occurs in pulmonary capillaries in lung fibrosis. These changes may partially explain the functional derangement of this disease.