1. The effects of stereotaxically placed lesions made throughout the mid-brain and upper pons were studied in chronically instrumented fetal lambs from 120 days gestation, after recovery in utero. 2. Isocapnic hypoxia caused an increase in the rate and depth of breathing movements in fetuses in which bilateral lesions encompassed the upper lateral pons in the region of and slightly rostral to the principal sensory and motor nuclei of the trigeminal nerve. 3. Fetal lambs with lesions which did not bilaterally encompass the upper lateral pons showed the normal fetal depressive response to hypoxia. 4. None of the lesions induced permanent continuous breathing as previously described in mid-brain transected fetuses, although periods of continuous breathing lasting several hours were seen at times in some fetuses with lesions in the upper lateral pons. 5. It is concluded that an area in the lateral pons close to areas with well known involvement in respiratory control is involved in the hypoxic depression of breathing in the fetal lamb.