The fate of macrophage precursors residing in 14-day prenatal rat lungs was followed in organ cultures to obtain a detailed, ultrastructurally resolved picture of the sequence and timing of events accompanying their transformation into typical pulmonary macrophages. Cultures were examined at close intervals during the first day (1, 2, 3, 4, 6, 9, 12, 15, 18, and 24 hr) and at wider intervals thereafter (2, 4, 5, 7, 9, 12, and 13 days) to yield a developmental series of cells identified as in the macrophage line based on binding of peroxidase-coupled isolectin B4 of Griffonia simplicifolia (GSA I-B4) to cell membranes and on negligible content of peroxidase-positive granules in the cytoplasm. Organ culturing stimulated virtually all precursors to develop into macrophages. GSA-positive cells in explants occurred outside vessels in pulmonary connective tissue, and at the outset none were typical macrophages: 71% were angular cells, resembling unlabeled mesenchymal cells around them, 16% were undifferentiated leukocytes, and the remainder were irregularly shaped cells with few vacuoles intermediate between the preceding and the macrophages. During the first 12 hr in culture the proportion of angular cells and leukocytes fell to zero, and that of Intermediate cells first rose, then receded. In the same interval the proportion of macrophages rose to 87.5%, and by 24 hr all GSA-positive cells were typical macrophages generally engorged with phagocytosed material; about 8 hr appear necessary for converting half the population. Notable ultrastructural changes during this period of transformation involved the centrioles and cytoskeleton, reflecting enhanced cell mobility and phagocytosis. A period of maturation followed, marked by disappearance of cellular debris from phagosomes and an increased prevalence of cells with elaborate lamellipodia. This accords with earlier work showing that macrophage Fc receptor density increases sharply during the first 24 hr, but elevated levels of histochemically demonstrable acid phosphatase appear only later. Mitotic activity was conspicuous in GSA-positive cells throughout both periods. 3H-thymidine labeling indices for precursors and macrophages, determined at six intervals between 1 hr and 24 hr, remained steady at ∼ 34%, whereas indices of other categories of lung cells (GSA-negative strimal cells, pleural cells, and airway epithelium) began at this level but rapidly declined, indicating that the GSA-positive cells constitute a single population distinct from others in the lungs. Macrophages found outside the lung cultures after 4–5 days qualify as a mature population, but having migrated away from direct contact with the lung stroma, they survive only a week or two and no longer divide.