Formation of a thin blood-gas barrier in the respiratory (gas exchange) tissue of the lung of the domestic fowl, Gallus gallus variant domesticus commences on day 18 of embryogenesis. Developing from infundibulae, air capillaries radiate outwards into the surrounding mesenchymal (periparabronchial) tissue, progressively separating and interdigitating with the blood capillaries. Thinning of the blood-gas barrier occurs by growth and extension of the air capillaries and by extensive disintegration of mesenchymal cells that constitute transient septa that divide the lengthening and anastomosing air capillaries. After they contact, the epithelial and endothelial cells deposit intercellular matrix that cements them back-to-back. At hatching (day 21), with a thin blood-gas barrier and a large respiratory surface area, the lung is well prepared for gas exchange. In sites where air capillaries lie adjacent to each other, epithelial cells contact directly: intercellular matrix is lacking.