Groups of female mice were starved or exposed to hypobaric hypoxia during pregnancy. A significantly lower weight gain during pregnancy occurred in the mothers starved or exposed to hypoxia compared to controls. Hypoxia also decreased maternal food intake. Therefore, the hypoxic groups included a combination of hypoxia and starvation. Body weight, brain weight, brain DNA (deoxyribonucleic acid) and total protein were investigated in the offspring at birth and at 20 and 70 days of age. Starvation and hypoxia impaired fetal growth, with reduction in body weight, brain weight, brain cell number (DNA content) and brain total protein content in a dose-related manner. In the most severely starved fetuses brain cell size (brain weight/DNA and total protein/DNA) was also reduced. Long-term effects were observed with lower body weight, brain weight and brain DNA content at adult age in the most severely malnourished and hypoxic offspring. Catch-up growth took place after a more moderate starvation and hypoxic exposure. It is concluded that intrauterine malnutrition interferes with fetal cellular mitotic rate. This may give rise to growth-retarded fetuses because of a decreased cell number. Depending on the degree of malnutrition a cell deficit may persist at adult age. Intrauterine hypoxia may aggravate these effects of fetal starvation.