In the bowhead whale, Balaena mysticetus, the mucosa of the major airways from the blowholes through the rostral portion of the larynx is lined with parakeratotic, pigmented, stratified squamous epithelium. Scattered enlarged connective tissue papillae of the lamina propria of the nasal vestibules and the palatopharyngeal sphincter contain encapsulated nerve endings. Abundant papillae in the mucosa covering the epiglottic and arytenoid cartilages contain similar nerve endings. The remainder of the laryngeal cavity and laryngeal sac is lined by a variably pigmented, stratified squamous epithelium, which is not keratinized. At the laryngotracheal junction the lining changes to ciliated pseudostratified columnar epithelium which continues through the trachea and principal bronchi. Scanning electron microscopy (SEM) indicates that this epithelium is typically mammalian, with approximately half of the surface cells bearing cilia and slender microvilli. The remaining cells are mucus producing and have thicker microvilli. The valvular mass regulating the external nares consists of irregular, dense white fibrous connective tissue with numerous adipose cells and is penetrated by skeletal muscle cords ranging from 2–4 mm in diameter. The septal mass between the blowholes is composed of irregular, dense white fibrous connective tissue containing large tendinous bundles, clusters of adipose cells, and several large arteries and thick-walled veins. The lamina propria of the nasal vestibules is irregular, dense white fibrous connective tissue. That of the larynx is not as dense and contains proportionately more elastic fibers. The laryngeal sac does not contain elastic laminae, but does have a tunica muscularis of skeletal muscle bundles. Within the trachea and principal bronchi, the lamina propria possesses laminae of longitudinally oriented elastic fibers and simple, branched tubuloalveolar mucous glands. The nasal, laryngeal, tracheal, and bronchial cartilages are hyaline with vascular channels.