When a group of adult male Wistar rats was exposed to a barometric pressure of 380 mmHg for 28 days in an hypobaric chamber, profound changes occurred in their hypothalamic-pituitary-thyroidal axes in comparison with normobaric controls. The thyroid glands of the hypoxic animals had an inactive appearance, comprising large colloid-filled follicles lined by low epithelium. The thyrotrophs of the pars distalis of the pituitary glands were markedly decreased in number. They occupied only 0.41% of the total cell population in contrast with 1.34% in the controls (P less than 0.001); a total population which is itself decreased in the hypoxic animals. Classical 'thyroidectomy cells' were not seen. These observations support previous studies which indicate suppression of thyroid function in an hypoxic environment, and tend to suggest that this is a consequence of a direct effect of hypoxia on the hypothalamus or pituitary gland, rather than on the thyroid itself.