Xe gases were measured in the lungs of rabbits with elastase-induced emphysema and correlated against the mean chord length from lung histology. In vivo measurements were performed at baseline and 2, 4, 6, and 8 wk after instillation of elastase (mild and moderate emphysema groups) or saline (control group). ADCs were determined from acquisitions that used two b values. To investigate the effect of b value on the results, b-value pairs of 0 and 1.6 s/cm 2 and 0 and 4.0 s/cm 2 were used for 3 He, and b-value pairs of 0 and 5.0 s/cm 2 and 0 and 10.0 s/cm 2 were used for 129 Xe. At 8 wk after instillation, the rabbits were euthanized, and the lungs were analyzed histologically and morphometrically. ADCs for the rabbits in the control group did not change significantly from baseline to week 8, whereas ADCs for the rabbits in the emphysema groups increased significantly (P Ͻ 0.05) for all gas and b-value combinations except 129 Xe with the b-value pair of 0 and 5.0 s/cm 2 . The largest percent change in mean ADC from baseline to week 8 (15.3%) occurred with 3 He and the b-value pair of 0 and 1.6 s/cm 2 for rabbits in the moderate emphysema group. ADCs (all b values) were strongly correlated (r ϭ 0.62-0.80, P Ͻ 0.001) with mean chord lengths from histology. These results further support the ability of diffusion-weighted MRI with hyperpolarized gases to detect regional and global structural changes of emphysema within the lung.hyperpolarized gas magnetic resonance imaging; elastase MORE THAN 3,100,000 Americans suffer from emphysema, which is a component of chronic obstructive pulmonary disease (COPD). COPD and other forms of lower respiratory diseases, excluding asthma, represented the fourth-leading cause of death in the United States in 2002, claiming the lives of Ͼ124,000 people (1, 2). Pulmonary function tests are frequently used for the detection and assessment of emphysema. Patients with emphysema have a decreased expiratory flow rate, but 30% of lung capacity can be lost before changes appear in pulmonary function tests (22). Furthermore, the measurements are effort dependent, resulting in a relatively large intraindividual variability. High-resolution CT has been used to assess emphysematous change in the lung. In fact, CT was able to detect a decrease in the rate of decline of lung function in patients with ␣ 1 -antitrypsin deficiency who were treated with ␣ 1 -antitrypsin, whereas no significant change was seen with spirometry (20). Thus CT has been proposed as a potential biomarker for emphysema (3). Because of the tissue destruction that occurs in emphysema, emphysematous regions of the lung have less lung tissue per unit volume than normal lung, so they exhibit lower attenuation on CT. However, other processes in the lung can reduce CT attenuation, including reduced perfusion and air trapping (23). Furthermore, the relatively high radiation dose of a chest CT scan may limit its use for repeated scans in longitudinal studies and clinical trials (4). Hyperpolarized 3 He and 129 Xe are gaseous contrast agent...