The heterocyst envelope of the N,-fixing cyanobacterium Anabaenaflos-aquae thickened as exogenous 0, partial pressure (PO,) was increased from 5 to 40 kPa. The majority of the thickening occurred in the glycolipid layer area of the envelope. Such thickening appears to be an 0,-induced mechanism for providing a greater 0, diffusion barrier against 0, inhibition of nitrogenase. Nitrogenase activity decreased at PO, levels above ambient (20 kPa), indicating that a thicker envelope is not completely effective as a barrier to 0, diffusion. However, when cultures grown at 10 kPa and 40 kPa PO, were transferred to ambient PO,, the 40 kPa PO, cells showed higher nitrogenase activity 24 h after transfer compared to those grown at 10 kPa or ambient pOz, indicating O,-protection of nitrogenase by thicker heterocyst envelopes. Heterocyst frequency was lowest at 20 kPa 0,.