Abstract: Lung of the somatic cell cloning goat “yuan-yuan” was observed with eyes, LM and TEM, the results are as follows: The left lung have two lobes and the right lung have four lobes. The fissures are incomplete which are connected with lobes by serosa. Many epithelial cells are full of osmotin. The respiratory bronchioles were lined with cuboid cells. The alveoli epithelium differentiated into flattened(type I cell) and cuboid (type II cell)epithelial cells. The capillary endothelium were pressed close to the alveolar epithelium. The blood-air barrier was composed of type I cell, basement membrane and endothelium. The osmiophilic lamellar bodies and ribosomes are seen abundantly in type II alveolar cells, rough endoplasmic reticulum pools expand, Mitochondria denatured, microvilli of the epithelial cells appear on the luminal surface.