The factors regulating umbilical venous return and its distribution between the ductus venosus and liver are poorly understood. This study was designed to determine where the major changes in resistance to umbilical venous return occur in response to fetal hypoxemia. In eight chronically-instrumented fetal lambs, during control and hypoxemic periods, we measured pressure in the descending aorta, extra-abdominal umbilical vein, portal sinus, and inferior vena cava; we also measured blood flow using radionuclide-labeled microspheres. During the control period, the umbilical arteries and placental vasculature accounted for 82% of total resistance to umbilical-placental blood flow, the umbilical veins for 11%, and the ductus venosus and liver for 7%. Hypoxemia increased resistance in the umbilical veins more than twofold, but did not affect resistance in the umbilical arteries or placenta. Although combined liver/ductus venosus resistance did not change, hepatic vascular resistance increased, and ductus venosus resistance decreased. We conclude that the major increase in resistance to umbilical venous return in response to hypoxemia resides in the umbilical veins. This increased resistance may improve maternal-fetal blood gas exchange by increasing the fetal surface area in the placenta.