tissue stem cell exhaustion is a key hallmark of aging, and in this study, we characterised its manifestation in the distal lung. We compared the lungs of 3-and 22-month old mice. We examined the gross morphological changes in these lungs, the density and function of epithelial progenitor populations and the epithelial gene expression profile. Bronchioles became smaller in their crosssectional area and diameter. Using long-term EdU incorporation analysis and immunohistochemistry, we found that bronchiolar cell density remained stable with aging, but inferred rates of bronchiolar club progenitor cell self-renewal and differentiation were reduced, indicative of an overall slowdown in cellular turnover. Alveolar Type II progenitor cell density and self-renewal were maintained per unit tissue area with aging, but rates of inferred differentiation into Type I cells, and indeed overall density of Type I cells was reduced. Microarray analysis revealed age-related changes in multiple genes, including some with roles in proliferation and differentiation, and in IGF and TGFβ signalling pathways. By characterising how lung stem cell dynamics change with aging, this study will elucidate how they contribute to age-related loss of pulmonary function, and pathogenesis of common age-related pulmonary diseases. Tissue stem cell exhaustion is a key hallmark of aging 1 , but has not been fully investigated in the lung. It is important to characterise how lung stem cell dynamics change with aging, and how they contribute to age-related loss of pulmonary function. Chronic obstructive pulmonary disease (COPD), idiopathic pulmonary fibrosis (IPF) and lung cancer typically onset in old age, and it is thought that aging contributes to their pathogenesis. A detailed understanding of the changes that occur in healthy aging will provide a baseline for understanding the further changes that occur during the development of common age-related pulmonary diseases. Healthy lung aging is characterised by complex multiscale changes in the physical structure of tissue and in its cellular and molecular composition. There is a stiffening of the chest wall, a decrease in respiratory system resistance, and an increase in dynamic compliance and hysteresis 2-5. Lung tissue typically becomes less able to regenerate with aging. This has been described in well-defined animal models where there is an absence of the confounding variables typically found in the human population. For example, in mice, there is a progressive loss in regenerative capacity in response to insults such as pneumonectomy, influenza, or E. coli lipopolysaccharide 6-11. Specific changes in defined progenitor cell populations likely underlie the changes in structure and function of the lung. Previous work showed that in the aging mouse upper airways, the number of basal epithelial progenitor cells is decreased, and that this is accompanied by a reduction in overall epithelial cell density. Additionally, gland-like structures bud off from the surface epithelium 12,13. In the distal lung, t...