The bubble size distributions of air dispersed in water flowing in a 100 mm horizontal pipeline were studied. Size distributions were obtained with a high-speed digital camera at axial positions 0.5, 15.3 and 42.3 m from the air injection point. Air was injected into the pipeline through a narrow tube extending into the pipe, perpendicular to the pipe axis. The effects of average water velocity, air concentration, and injection nozzle diameter on the evolution of bubble size distribution with axial pipe position were studied. For the lowest air concentration of 0.07%, equilibrium bubble size distributions were dependent only on water velocity. Nozzle injection diameter did not affect the downstream bubble size distributions at air concentrations of 0.07% and 0.3%. Levich's break-up theory was found to over-predict the experimental d(max) for each test condition.