Cells in tumors that are deprived of their blood supply become hypoxic. These stressed cells adapt to their new environments by altering their metabolic regimen which in time induces cellular structure changes. The morphologic make-up of these O2-deprived cells is the focal point of this electron microscopy study. V-79 hamster lung fibroblast cells grown as monolayer cultures were examined under controlled culture density and oxygen tensions - normal aerobia (2.1 X 10(5) ppm O2), and extreme hypoxia (less than 10 ppm O2). Electron micrographs of these cells demonstrated a loss of structural mitochondrial integrity accompanied with large increases in both mitochondrial and lipid vacuole size following exposure to extreme hypoxia. When these cells were reoxygenated, those mitochondria which had not become degenerate returned to their normal state however, lipids still continued to accumulate in vacuoles for a further 6 h. Addition of 1 mM palmitic acid to aerobic cultures evoked similar lipid and mitochondrial irregularities as were observed in hypoxic cells although, the latter were not as marked. When this saturated fatty acid was added to hypoxic cells no further structural alterations were seen. The cellular changes manifested during this study were subjected to quantitative measurements and these results have given an insight into the scope and variety of ultrastructural changes which have resulted from exposure of cultured cells to hypoxic conditions.