SUMMARY1. The effects of section of the brain stem caudally (through the upper pons or mid-collicular) or rostrally (through the caudal hypothalamus or anterior commissuresuprachiasmatic nucleus) were studied in fetal lambs from 118 days gestation, after recovery in utero.2. In lambs sectioned caudally, breathing movements and electrocortical activity were dissociated. After some days recovery breathing tended to become continuous, with an abnormal prolongation of inspiratory time. Isocapnic hypoxia caused an increase in the rate and amplitude of breathing. After carotid denervation hypoxia still caused an increase in the amplitude of breathing. 3. In lambs sectioned rostrally, there was also dissociation between breathing movements and electrocortical activity. Breathing remained episodic, with an incidence similar to that of intact fetal lambs. In two lambs after 10 days of recovery the breathing and electrocortical rhythms returned, from time to time, to their normal phasic relationship. Isocapnic hypoxia caused a diminution or arrest of breathing, as in intact lambs.4. The cardiovascular effects of transaction were examined. Baroreflex sensitivity was normal in those lambs sectioned caudally and enhanced in those sectioned rostrally.5. It is concluded first that as a result of rostral section, independent episodic rhythms of fetal breathing and electrocortical activity can be dissociated. Secondly, moderate isocapnic hypoxia causes arrest of fetal breathing indirectly, requiring the integrity of a suprapontine mechanism. And thirdly, after caudal section of the brain stem, hypoxia causes enhancement of fetal breathing efforts, independently of the carotid chemoreceptors. Possible mechanisms are discussed.