In order to understand the pulmonary toxicity of ultrafine titanium dioxide (UF-TiO2) particles, various biochemical and chemical parameters were assayed in rat alveolar macrophages (AMs) and cell-free lavage fluid. Single intratracheal exposure of UF-TiO2 (2 mg per rat) caused cytotoxicity to pulmonary AMs. An increase in the population of AMs could be observed, followed by increased activities of lactate dehydrogenase and acid phosphatase in cell-free lavage fluid. In addition, AMs showed an adaptive response because the activities of glutathione peroxidase, glutathione reductase, glucose-6-phosphate dehydrogenase and glutathione S-transferase were increased in these cells. However, this enhancement of antioxidant enzymes could not diminish the enhanced lipid peroxidation and increased rate of hydrogen peroxide generation. The level of glutathione remained decreased in UF-TiO2-exposed rat AMs. The data suggest that the induction of antioxidant enzymes by these cells for self-protection is not sufficient to cope against the toxic action of UF-TiO2, which may lead to oxidative stress.