The exchange of gases between the external environment and the organism is controlled by a neural network of medullary neurons that produces rhythmic activity that ultimately leads to periodic contractions of thoracic, abdominal, and diaphragm muscles. This occurs in three neural phases: inspiration, postinspiration, and expiration. The present article deals with the mechanisms underlying respiratory rhythm generation and the processes of dynamic adjustment of respiratory activity by neuromodulation as it occurs during normoxia and hypoxia. The respiratory rhythm originates from the "pre-Bötzinger complex," which is a morphologically defined region within the lower brainstem. There is a primary oscillating network consisting of reciprocally connected early-inspiratory and postinspiratory neurons, whereas various other subgroups of respiratory neurons shape the activity pattern. Rhythm generation and pattern formation result from neuronal interactions within the network, that is, from cooperative adjustments of intrinsic membrane properties and synaptic processes in the respiratory neurons. There is evidence that in neonatal mammals, as well as under certain pathological situations in adult mammals, the respiratory rhythm derives from early-inspiratory burster neurons that drive inspiratory output neurons. The respiratory network is influenced by a variety of neuromodulators. Stimulation of appropriate receptors mostly activates signal pathways that converge on cAMP-dependent protein kinase and protein kinase C. Both pathways exert modulatory effects on voltage-and ligand-controlled ion channels. Many neuromodulators are continuously released within the respiratory region or accumulated under pathological conditions such as hypoxia. The functional significance of such ongoing neuromodulation is seen in variations of network excitability. In this review, the authors concentrate on the modulators serotonin, adenosine, and opioids. NEUROSCIENTIST 6(3): [181][182][183][184][185][186][187][188][189][190][191][192][193][194][195][196][197][198] 2000 KEY WORDS Respiratory rhythm generation, Ionotropic and metabotropic transmitter receptors, Neuromodulation and intracellular signaling, Hypoxia, Adenosine, Serotonin Gas exchange between the external environment and the organism is vital for all mammals. The respiratory system controls ventilation of the lungs, and the cardiovascular system handles transportation of O 2 and CO 2 to and from the organs. Ventilation of lungs depends on coordinated movements of respiratory muscles that need to be activated by a rhythmic nervous output from the lower brainstem to spinal motoneurons, which innervate the diaphragm, the thorax, and the abdominal wall. Contractions of these muscles determine the thorax volume and thus air flow. The two phases of inspiratory and expiratory ventilatory mechanics are controlled by three neural phases (1): inspiration, postinspiration (or passive exhalation), and (active) expiration. The postinspiratory phase is specifically important for a controll...