Fresh pullet eggs (White Leghorn strain) were incubated from 11 to 21 days. Embryos were killed by decapitation and portions of the esophagus, crop, proventriculus, gizzard, small intestine, caecum and rectum were dissected and removed rapidly. The inner lining of the gut was exposed by using small needles to pin the cut edges of the tube to a wax plate immersed in Hank's fixative modified with aldehydes (Litke and Low, '77). Preparation for scanning electron microscopy (SEM) was routine.Esophageal cilia appeared in tufts along with microvilli and microplicae. These were more frequent a t the lower end of the esophagus. Developing cilia were present. In the 12-day proventriculus, structures resembling macrovilli were predominant. These disappeared by the seventeenth day, when aggregates of rounded cells covered with microvilli appeared. The gizzard acquired a prominent rounded cellular appearance with microvilli a t 17 days. These cells increasingly elongated and flattened out towards hatching (21 days). Observations of the duodenum confirmed those made by Grey ('72). A hexagonal pattern of cells was also observed. The ridges of the ileal portion of the small intestine were larger and fuller than in the duodenum. Formation of rectal villi was not as well organized as in the small intestine. Villi could be seen scattered a t random a t 12 days. By 17 days, definitive ridges were seen. The villi in the cloaca1 region of the rectal area were extremely long and elaborate, as previously reported by Zeitschmann ('02, cited by Calhoun, '57). Our observations show that the mucosal surfaces become highly specialized in different parts of the tract during development. Marked changes in geometric form occur during development.