Erythropoiesis in the fetal rat was studied by measuring the incorporation of Fe59 into red cells of fetuses following injection of the isotope into their mothers on the 18th day of gestation. Two days later the amount of radioactivity present in the fetuses was determined by whole body counting. From this value and from the radioactivity found in fetal blood, the percentage incorporation of Fe59 into red cells (PI) was calculated. About 60% of the injected dose was found in the fetuses. The PI in individual fetuses varied with fetal weight, showing a linear relationship. It was therefore concluded that the rate of erythropoiesis. When mothers were bled or subjected to hypoxia during the 3rd week of pregnancy, or given 75–100 units of erythropoietin, they showed, as expected, an increase in PI. The fetuses likewise showed a significant increase in PI, controlled for fetal weight. The PI was decreased in mothers made polycythemic or kept at 4 atm abs but not in their fetuses. It has therefore been shown that in the rat erythropietin can pass through the placenta and that the fetus responds to erythropoietin, either endogenously produced or transferred from the mother. Newborn rats hypertransfused during the 1st and 2nd postnatal weeks showed a marked decrease in PI and a good response to exogenous erythropoietin. Since the rat is born relatively immature and follows a fetal pattern of erythropoiesis for the first 2 postnatal weeks, these observations provide further evidence that erythropoiesis in the fetus is regulated through the hypoxia-erythropietin mechanism.