Alfalfa (Medicago sativa) plants were exposed to drought to examine the involvement of carbon metabolism and oxidative stress in the decline of nitrogenase (N 2 ase) activity. Exposure of plants to a moderate drought (leaf water potential of 21.3 MPa) had no effect on sucrose (Suc) synthase (SS) activity, but caused inhibition of N 2 ase activity (243%), accumulation of succinate (136%) and Suc (158%), and up-regulation of genes encoding cytosolic CuZn-superoxide dismutase (SOD), plastid FeSOD, cytosolic glutathione reductase, and bacterial MnSOD and catalases B and C. Intensification of stress (22.1 MPa) decreased N 2 ase (282%) and SS (230%) activities and increased malate (140%), succinate (168%), and Suc (1435%). There was also up-regulation (mRNA) of cytosolic ascorbate peroxidase and down-regulation (mRNA) of SS, homoglutathione synthetase, and bacterial catalase A. Drought stress did not affect nifH mRNA level or leghemoglobin expression, but decreased MoFe-and Fe-proteins. Rewatering of plants led to a partial recovery of the activity (75%) and proteins (.64%) of N 2 ase, a complete recovery of Suc, and a decrease of malate (248%) relative to control. The increase in O 2 diffusion resistance, the decrease in N 2 ase-linked respiration and N 2 ase proteins, the accumulation of respiratory substrates and oxidized lipids and proteins, and the up-regulation of antioxidant genes reveal that bacteroids have their respiratory activity impaired and that oxidative stress occurs in nodules under drought conditions prior to any detectable effect on SS or leghemoglobin. We conclude that a limitation in metabolic capacity of bacteroids and oxidative damage of cellular components are contributing factors to the inhibition of N 2 ase activity in alfalfa nodules.