Serum contains a number of polypeptide growth factors, hormones, and soluble matrix components and may influence the state of differentiation of epithelial cells in general and of alveolar epithelial cells (AEC) in particular. To evaluate the influence of sera on the transition from the type II toward the type I cell phenotype, we compared the effects of newborn bovine serum (NBS) and rat serum (RS) on morphologic changes and expression of a type I cell-specific epitope in AEC monolayers with time in primary culture. Rat type II AEC were harvested and cultured in defined serum-free medium (MDSF), MDSF + RS (5%), or MDSF + NBS (10%). Monolayer integrity was monitored by measuring transepithelial resistance (approximately 2,000 omega.cm2) and short-circuit current (approximately 4 microA/cm2). Binding of the type I cell-specific monoclonal antibody VIIIB2 was assessed between day 1 and day 11 by cell-based enzyme-linked immunosorbent assay (ELISA) and by immunoelectron microscopy (IEM). By ELISA, in MDSF and MDSF + NBS, VIIIB2 binding increased markedly after day 2, rising approximately 4-fold by day 8 (compared with day 1). In dramatic contrast, there was essentially no increase in VIIIB2 binding through day 11 in MDSF + RS. Results from IEM for apical surface binding of VIIIB2 were similar to those obtained by ELISA. Some morphologic differences were also noted, with cells in MDSF + RS being somewhat less spread at later times than those in MDSF or MDSF + NBS. These data indicate that the rate of rat type II AEC differentiation toward the type I cell phenotype is significantly modulated by soluble factor(s) present in rat serum.