In an effort to determine to what extent cerebral blood flow (CBF) varies in different parts of the brain during prolonged fetal hypoxia, we measured flow to 34 regions in 12 chronically catheterized fetal lambs 130 to 140 days gestation. Control values of PO2, PCO2 pH, heart rate, and blood pressure were obtained, and CBF was measured by use of radioactive labeled microspheres during a control period, during (15-, 30-, and 90-min) reduction of maternal inspired O2 concentration (fetal arterial PO2 was maintained at 12 to 15 torr), and 60 min after returning the ewe to room air. control blood flow to cortical, subcortical, and brainstem structures equaled 134, 186, and 254 ml x min-1 x 100 g-1, respectively. During hypoxia, CBF increased 92%, and 60 min after fetal oxygenation was restored, it remained 50% above control values. We noted a similar response in regional CBF to the cortex, subcortex, and brainstem during and after hypoxia. Blood flow to smaller areas within the three major regions were quite homogenous and had a similar pattern of response to hypoxia. We conclude that: (1) significant fetal regional CBF differences occurred in utero with brainstem and subcortical flows being substantially greater than flows to other regions of the brain; (2) during prolonged intrauterine hypoxia, total regional CBF increased 92%; (3) 1 hr after fetal oxygenation was restored, CBF still remained 50% above control values; and finally, (4) there was no significant preferential shunting of regional CBF during prolonged hypoxia in utero.