The epithelium of the hamster trachea in organ culture undergoes hyperplasia and squamous metaplasia after exposure to the amphibole types of asbestos, crocidolite and amosite. These changes are inhibited when the synthetic vitamin A analog, retinyl methyl ether, is incorporated into the culture medium. These findings suggest a possible use for retinoids in the prevention and treatment of respiratory tract disease associated with environmental exposure to asbestos.