Estrogen receptor  (ER) is highly expressed in both type I and II pneumocytes as well as bronchiolar epithelial cells. ER␣ is not detectable in the adult lung. Lungs of adult female ER knockout (ER ؊/؊ ) mice have already been reported to have fewer alveoli and reduced elastic recoil. In this article, we report that, by 5 months of age, there are large areas of unexpanded alveoli in lungs of both male and female ER ؊/؊ mice. There is increased staining for collagen and, by EM, abnormal clusters of collagen fibers are seen in the alveolar septa of ER ؊/؊ mice. Immunohistochemical analysis and Western blotting with lung membrane fractions of ER ؊/؊ mice revealed down-regulation of caveolin-1, increased expression of membrane type-1 metalloproteinase, matrix metalloproteinase 2 (active form), and tissue inhibitors of metalloproteinases 2. Hypoxia, measured by immunohistochemical analysis for hypoxia-inducible factor 1␣ and chemical adducts (with Hypoxyprobe), was evident in the heart, ventral prostate, periovarian sac, kidney, liver, and brain of ER ؊/؊ mice under resting conditions. Furthermore, both male and female adult ER ؊/؊ mice were reluctant to run on a treadmill and tissue hypoxia became very pronounced after exercise. We conclude that ER is necessary for the maintenance of the extracellular matrix composition in the lung and loss of ER leads to abnormal lung structure and systemic hypoxia. Systemic hypoxia may be responsible for the reported left and right heart ventricular hypertrophy and systemic hypertension in ER ؊/؊ mice. extracellular matrix ͉ caveolin ͉ metalloproteinase ͉ hypertension ͉ lung fibrosis T he importance of estrogens in development, physiology, and pathology of the lung has been known for some time. Estrogen hastens the onset of surfactant production and influences alveolar size and number. In fact, there is sexual dimorphism in late gestational and postnatal maturation of the lung in mammals (1, 2). The lack of detectable estrogen receptor ␣ (ER␣) in the lung led to the belief that effects of estrogen on the lung were indirect. It was not until the discovery of ER in 1995 (3) that it became clear that estrogen, acting through ER, has direct actions on the lung. ER knockout (ER Ϫ/Ϫ ) mice (4) are characterized by right and left ventricle hypertrophy (5), systemic hypertension (6), ovarian dysfunction (7), and incompletely differentiated epithelium in ventral prostate (8), mammary gland (9), and colon (10). Compared with their WT littermates, female ER Ϫ/Ϫ mice are reported to have fewer alveoli (11), reduced lung volume at a transpulmonary pressure of 20 cm of H 2 O and reduced elastic recoil (12). Massaro et al. (12) attributed the lung phenotype to some defect of the extracellular matrix (ECM) composition. ECM is essential for normal tissue development, homeostasis, and wound repair. Physiologically, there is a balance between matrix protein accumulation and degradation. The ECM is composed of collagenous and noncollagenous proteins in which turnover is predominantl...