Shh signalling plays a crucial role for endoderm development. A Shh endoderm enhancer， MACS1， is well conserved across terrestrial animals with lungs. Here， we first show that eliminating mouse MACS1 causes severe defects in laryngeal development， indicating that MACS1-directed Shh signalling is indispensable for respiratory organogenesis. Extensive phylogenetic analyses revealed that MACS1 emerged prior to the divergence of cartilaginous and bony fishes， and even euteleost fishes have a MACS1 orthologue. Meanwhile， ray-finned fishes evolved a novel conserved non-coding sequence in the neighbouring region. Transgenic assays showed that MACS1 drives reporter expression ventrally in laryngeal epithelium. This activity has been lost in the euteleost lineage， and instead， the conserved non-coding sequence of euteleosts acquired an enhancer activity to elicit dorsal epithelial expression in the posterior pharynx and oesophagus. These results implicate that evolution of these two enhancers is relevant to the morphological transition from ventral lungs to dorsal gas bladder.