The influence of acute hypoxia (respiration gas 12%, 10%, and 8% O2 and asphyxia, respectively) on 1) the density of perfused capillaries and muscle fibers, and 2) the capillary red cell distribution was investigated in the left heart of anesthetized rats. To observe capillaries and fibers, fluorescein isothiocyanate-labeled (FITC)-gamma-globulin and lissamine-rhodamine-B200-labeled (RB200) myoglobin were injected intravenously as labels of the perfused intravasal and the extracellular space, respectively. The hypoxic conditions were induced subsequently and maintained for 3 minutes. After this period the heart was rapidly frozen for histological demonstration of the dyes. Ventilation with 12% or 10% O2 did not induce any changes in the density of perfused capillaries; however, 8% O2 in respiration gas did lead to a significant increase (capillaries/mm2: subepicardium, 4,180, controls, 3,620; subendocardium, 3,930, controls, 3,240). A similar increase was found in the asphyxia group (capillaries/mm2: subepicardium, 4,170; subendocardium, 3,700). The increases in the density of perfused capillaries were paralleled by rises in fiber density. This leads to the conclusion that the changes in capillary counts were caused by fiber elongation with a resultant decrease in intercapillary distances. This assumption was supported by observations that there were no signs of changes in ventricular segment length during respiration of 12% or 10% O2 but that an increase did occur with 8% oxygen and with asphyxia. Densities of perfused capillaries exactly coincided with anatomical densities (demonstrated by additional labeling of capillary basement membranes with isolectin B4) in normoxic and asphyctic hearts. The distribution of red cells in the capillaries, determined in histological sections, did not differ appreciably under hypoxia due to reduced O2 in respiration air (12%) or asphyxia. The results obtained indicate that 1) extreme hypoxic states cause the capillaries to move closer to each other due to elongation of myocardial fibers and 2) red cell distribution is not altered during these conditions.