The pneumonia of atypical measles illness is a more severe pneumonia than that of regular measles and has been shown to be slow in resolution with a nodular residuum persisting as in most of our cases. Possible explanations and mechanisms for this phenomenon are mentioned. Long term follow-up chest roentgenograms in children who develop atypical measles with pneumonia are recommended because of the frequency of nodular residua in our series. The pneumonia of atypical measles illness is a new cause for nodular pulmonary lesions in children. An atypical measles illness with pneumonia may occur in the absence of skin rash.