Cerebral blood flow was measured, using the 133Xe clearance technique, a few hours after birth in 19 infants with varying degrees of respiratory distress syndrome. Ten of these infants had had asphyxia at birth. The least affected infants with normotension (systolic blood pressure 60 to 65 mm Hg) had CBF values of about 40 ml/100 gm/minute. Hypotensive infants with asphyxia at birth or RDS or both had values for CBF of about 20 ml/100 gm/minute, or less. CBF was strongly correlated with the arterial blood pressure, showing a linear relationship that was identical in infants with asphyxia at birth and infants with RDS only. CBF varied considerably with spontaneous variations in blood pressure, suggesting that autoregulation was lacking. This finding may explain why distressed premature infants are prone to develop massive capillary bleeding in the germinal layer with penetration to the ventricles.