【Objective】 To investigate whether bone marrow mesenchymal stem cells （BMSC） over- expressing FoxM1 gene can attenuate lipopolysaccharide（LPS）-induced apoptosis of alveolar epithelial cells，and explore its possible mechanism. 【Methods】 SD rat BMSC were isolated and cultured by whole bone marrow adherence method. FoxM1 gene was overexpressed in BMSC by lentiviral transfection. The expression of the target gene FoxM1 was verified by Western blot. Apoptosis of A549 cells was measured by TUNEL and flow cytometry. And the multi- factor level of supernatant in BMSC- A549 co- culture system was detected by Milliplex method. 【Results】TUNEL and flow cytometry confirmed that the apoptosis rate of A549 induced by LPS decreased after co-culture with BMSC overexpressing FoxM1，and the difference was statistically significant（P < 0.05）. Milliplex assay showed that the levels of IL- 13，IL-21，IL-23，MIP-1a， MIP- 1b and in BMSC overexpressing FoxM1 gene and A549 co- culture system were significantly increased，while the MIP-3a level is significantly reduced.【Conclusion】BMSC overexpressing FoxM1 gene can attenuate LPS-induced apoptosis of alveolar epithelial cells. BMSC may play an anti- apoptotic role by changing the levels of inflammation- related cytokines released by A549 cells.