The effect of CO hypoxia on the placental exchange of respiratory gases was studied in anaesthetized pregnant guinea-pigs near term. Fetal PO2 and PCO2 were measured by mass spectrometry from a blood gas catheter in the right atrium. Administration of 5 ml CO over 65 s reduced maternal oxygen capacity by 26%. There was a rapid fall in fetal arterial PO2 and a more gradual rise in fetal PCO2. It was shown in separate experiments that the carboxyhaemoglobin content of fetal blood did not alter greatly in the first few min. after CO administration, which is the interval within which fetal PO2 was seen to fall. The alteration in fetal gas tensions can therefore be ascribed to the increased oxygen affinity and reduced oxygen capacity occasioned by the presence of carboxyhaemoglobin in the maternal blood. The alteration in placental oxygen transfer was calculated from the experimental findings, using a mathematical model of placental gas exchange in the guinea-pig. The total reduction in the oxygen transfer was 32% of the initial value. It was calculated that the reduction in maternal oxygen capacity was responsible for about two-thirds of this decrease, the remainder being due to the increased oxygen affinity of maternal blood.