Mild mechanical abrasion of tracheal epithelium of Vitamin A deficient rats removed the superficial cells and spared basal cells which divided to repopulate the damaged area. The proliferative cells passed through a period of DNA synthesis with the greatest numbers of thymidine incorporating cells in samples labelled 22 h after injury. A peak of cell division occurred at 32 h and there was no further DNA synthesis or cell division. The area of wounding exhibited squamous metaplasia while normal pseudostratified muco-ciliary structure was retained by adjacent epithelium which had not been injured. The data indicates that squamous metaplasia in the respiratory epithelium in longstanding Vitamin A deficiency is due to redirected differentiation of basal cells and is seen only after mitotic activity has occurred.