The dispersion of bubbles into a down-liquid flow in a vertical pipe is investigated. At low flow rates, the intended design of a swarm of discrete bubbles is achieved. At high flow rates, a ventilated cavity is nonetheless formed, which is attached close to the gas sparger. Behind this ventilated cavity, three different flow regimes characterize the complex bubbly flow field downstream of the down-liquid flow: vortex region with high void fraction, transitional region and pipe flow region. In this study, a numerical model that solved the entire development of the gas-liquid flow including the extended single-phase liquid region upstream to the wall-jet and recirculating-vortex zones in order to allow a more realistic determination of the boundary conditions of the down-liquid flow was adopted. Coupling with the Eulerian-Eulerian two-fluid model to solve the respective gas and liquid phases, a population balance model was also applied to predict the bubble size distribution in the wake right below the cavity base as well as further downstream in the transitional and fully-developed pipe flow regions. The numerical model was evaluated by comparing the numerical results against the data derived from theoretical, numerical and experimental approaches. Prediction of the Sauter mean bubble diameter distributions by the population balance approach at different axial locations confirmed the dominance of breakage due to the high turbulent intensity below the ventilated cavity which led to the generation of small gas bubbles at high void fraction. Further downstream, the coalescence effect dominated leading to merging of the small bubbles to form bigger bubbles. (c) 2011 Elsevier Ltd. All rights reserved.