Background: Titanium dioxide nanoparticles (TiO2 NPs) are commonly used in cosmeceutical, biomedical, pharmaceutical and industrial fields but its adverse effects are also increasing alarmingly. β-Carotene is an antioxidant that can guard against the toxicity induced by TiO2 NPs.Aim of the Work: To study the histological alterations in the normal lung tissue of adult albino rats after administration of TiO2 NPs and to assess the potential protective effect of β-Carotene.Materials and Methods: four groups of adult male albino rats were used in this work; treated group received a dose of 300 mg/kg of TiO2 NPs was administered intraperitoneally daily for 14 days. Along with one protected group received 10mg/kg β-carotene by gavage for 7 days before and another 14 days with 300 mg/kg TiO2 NPs administration, in addition to one control group and one group received only β-carotene. Tissue samples from the lung were stained with hematoxylin and eosin (H&E) and toluidine blue, ultrastructural study and morphometric analysis were also conducted.Results: The treated group revealed marked histological alterations appeared as vacuolated cytoplasm of pneumocytes type II and loss of lamellar bodies' characteristic pattern in addition to dilated congested pulmonary blood vessels. Morphometric results showed thickening of the interalveolar septa and increased numbers of macrophages and pneumocytes type II in comparison to the control group. In the protected group, β-Carotene co-administration with TiO2 NPs greatly preserved the normal lung structure.Conclusion: It can be concluded from this study that supplements of β-carotene can reduce the detrimental effect of TiO2 NPs on lung tissues via antioxidant mechanism.