The wall of the asymmetrical saclike lungs of the fishes Polypterus and Erpetoichthys consists of several functionally different tissue layers. Their lumen is lined by a surface epithelium composed of (1) highly attenuated cells, termed pneumocytes I; (2) pneumocytes II with lamellar bodies, presumably indicating surfactant production; (3) mucous cells; and (4) ciliated cells. Underlying the pneumocytes I is a dense capillary net. The thin continuous endothelium of this net, together with the pneumocytes I, constitute the very thin blood-air barrier. The basement membrane of epithelium and endothelium fuse in the area of the blood-air barrier (thickness 210 m̈m). Secretory and ciliary cells form longitudinal rows in the epithelium. Below the zone with a gas-exchanging tissue, a layer of connective tissue containing collagen and special elastic fibers occurs. The blood vessels that give rise to or drain the superficial capillary plexus are located in this connective tissue. The outermost layer of the lung consists of muscle cells, a narrow inner zone with smooth muscle cells, and an outer, broader zone with cross-striated muscle cells. The lung is innervated by myelinated and nonmyelinated nerve fibers. The morphology of the gas-exchange tissue in the lungs of these primitive bony fish is fundamentally very similar to that of the lungs of tetrapod vertebrates. The morphologic observations are in close agreement with physiologic data, disclosing well-developed respiratory capacities. Structural simplicity can be regarded as a model from which the lungs of the higher vertebrates derived. In addition to respiratory function, the lungs seem also to have hydrostatic tasks.