To date, most studies comparing birds and mammals have focused on the similarities in brain development, architecture and connectivity. However, major differences in size, anatomy and organization exist in the telencephalon of adult birds and mammals. For instance, the septum, medial pallium and dorsal pallium of birds appear rudimentary compared with those of mammals. To identify the developmental processes that give rise to this difference in size and anatomy of the septum, medial pallium and dorsal pallium, the thickness of the ventricular zone that encompasses these regions was measured in embryonic birds (i.e. chickens, sparrows) and mammals (i.e. rabbits, hedgehogs, shrews, platypus). Cumulative bromodeoxyuridine (BrdU) labeling in chickens at embryonic day 7 and 8 was also used to examine levels of cell proliferation in the ventricular zone of the septum, medial pallium and dorsal pallium. The study’s main finding is that the ventricular zone of the septum, medial pallium and dorsal pallium is thinner in birds than in mammals. In chickens, the septum, medial pallium and dorsal pallium ventricular zone harbor few proliferating (i.e. BrdU+) cells. Collectively, these findings suggest that a reduced progenitor pool population account for the ‘rudimentary’ appearance of the avian septum, medial pallium and dorsal pallium.