1. A number of variables were studied in pregnant rats that underwent strenuous exercise during pregnancy. They were: total weight gain, daily weight gain, length of pregnancy, number of offspring. Also the weight, the heart weight and fibre/capillary ratio of the newborn male rats and their VO2 max at 90 days were measured. 2. The exercise was graded in accordance to previous aerobic capacity as determined by VO2 max with relative loads of 60% (E60), 70% (E70), 80% (E80) and 90% (E90) of VO2 max being applied to the various groups (N = 6 per group). 3. The total weight gain and daily weight gain was significantly less in the E70, E80 and E90 groups. Weight gain in the anabolic phase (0-14d) was not different, but during the first week the weight gain in the E90 group was significantly less than control group. In the catabolic phase the observations were similar the first week of the anabolic phase. 4. Length of pregnancy, heart weight offspring and VO2 max of 90-day-old male rats were not significantly different. The number of offspring of the E90 group was significantly smaller than the control, E60 and E70 groups. 5. The offspring body weight was less in the E70, E80 and E90 groups than control group and was significantly less in the E90 group compared to the E60 and E70 groups. 6. The fibre/capillary ratio of the offspring was different in the E90 group compared to the control group. 7. These results suggest that the effect of exercise depends on the relative work load applied to the mother and these effects are particularly marked at high work loads.