The 02-permeability of the avian egg shell and shell membranes is initially low (approximately equal to 0.1-10(-6) ml O2 STP-sec-1cm-2-mmHg-1) during incubation but increases about 10-fold after the first week. This increase correlates with a decline in water content of the membranes. A major increase in colloid osmotic pressure (up to 50 cm Hg) occurs and is the suggested cause for the onset of rapid removal of water from the membranes. A high membrane water content correlates with low O2-permeability and vice versa. The final degree of membrane hydration reached during incubation is independent of ambient humidity; that is, the O2-permeability of the shell and its membranes is controlled by conditions inside the egg. An hypothesis is presented to explain the profound increase in O2-permeability while the rate of water loss from the egg remains stable during incubation. The removal of water from the shell membranes by the increased colloid osmotic pressure will increase the number of gas filled channels in the membranes which in turn will increase the O2-permeability. In spite of the change in water content, the water vapor pressure in the shell membranes will always be very close to that of a free water surface and water loss will hence be determined by the ambient humidity and the porosity of the mineral shell.