Morphology and distribution of epithelial foot processes (FP) were studied in hamster neonatal lung bronchioles. To correlate them with growth, bronchiolar mitotic index was determined, rat small intestine used as a reference tissue and the distribution of foot processes compared to the distribution of immunoreactivity against proliferating cell nuclear antigen (PCNA). In bronchioles, where growth occurs through dispersed mitoses, FP also occur dispersed throughout the whole perimeter of the epithelium; whereas in small intestine, where growth is localised in a specific region (crypts), FP are likewise confined to a distinct, but different, zone (villi). Staining the bronchioles for PCNA labels dispersed grouplets of nuclei; most of which being only weakly stained. In the intestines, strong immunostaining mainly occurs in the crypts, while the villi mainly display a weak nuclear stain. Additionally, in both types of tissue the distribution of FP and weak PCNA staining are parallel. Thus, an apparent association between FP, lack of proliferation and nucleoplasmic PCNA staining arises; the basis of which being presently unclear. However, a possible interrelating factor might be a growth inhibitory influence of epithelio-stromal interactions on the epithelial cells.