The transcriptional response to hypoxia is primarily mediated by two hypoxia-inducible factors -HIF-1a and HIF-2a. While these proteins are highly homologous, increasing evidence suggests they have unique transcriptional targets and differential impact on tumor growth. Furthermore, non-transcriptional effects of the HIF-a subunits, including effects on the Notch and c-Myc pathways, contribute to their distinct functions. HIF-2a transcriptional targets include genes involved in erythropoiesis, angiogenesis, metastasis, and proliferation. Therefore, HIF-2a contributes significantly to both normal physiology as well as tumorigenesis. Here, we summarize the function of HIF-2a during development as well as its contribution to pathologic conditions, such as tumors and vascular disease. Cell Death and Differentiation (2008) Cells, tissues, and organisms experience reduced oxygen (O 2 ) tension, or 'hypoxia,' under both physiologic and pathologic conditions. 1 During the rapid cell proliferation associated with early embryonic development, physiologic hypoxia stimulates the development of the hematopoietic and circulatory systems. 2 Rapidly growing tumors also experience hypoxia due to insufficient and defective vascularization. 3 The hypoxia-inducible factors (HIFs) mediate the adaptive response to decreased O 2 availability at the cellular and organismal level. HIFs are heterodimeric proteins belonging to the basic helix-loop-helix (bHLH)/Per-ARNTSim (PAS) domain family of transcription factors. 4 Under normoxic conditions, the HIF-a subunits are hydroxylated on key proline residues, which allows for recognition by the von Hippel-Lindau (pVHL) tumor suppressor, the substrate recognition component of an E3 ubiquitin ligase complex that targets HIF-a for proteosomal degradation. [5][6][7][8][9] In hypoxic conditions, these hydroxylation events are inhibited allowing the a subunits to enter the nucleus and bind the stable subunit or aryl hydrocarbon receptor nuclear translocator (ARNT), forming a functional transcriptional complex. Among HIF transcriptional targets are genes involved in glycolysis, angiogenesis, erythropoiesis, cell death, and differentiation. 10