During continuous near-infrared optical monitoring of brain cortex and hindlimb skeletal muscles, anesthetized, ventilated cats were exposed either to progressive alveolar hypoxia, or to acute hemorrhage followed in some cases by resuscitation. Hypoxia decreased cytochrome a,a3 oxidation state in muscle more than in brain, while tissue blood volume increased in brain and decreased in muscle. At a PaO2 of 25 torr, cytochrome a,a3 oxidation level in the brain was sufficient to support EEG activity, but the cytochrome a,a,3 oxidation state in resting, innervated hindlimb muscle was near zero. Hemorrhagic hypotension invariably decreased cytochrome a,a3 oxidation state and tissue blood volume more in muscle than in brain, and muscle cytochrome a,a3 was completely reduced at about a 25-ml/kg blood loss. These observations, supported by noninvasively measured changes in near-infrared absorption in the tissues during serial intravascular injections of indocyanine green dye, indicate that different cytochrome responses to hypoxia and oligemia in muscle vs. brain tissue are attributable to different regional circulatory adjustments.