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Asphyxia and hypoxia are common threats faced by the fetus in utero. In late-gestation fetal sheep, asphyxia produced by umbilical cord occlusion (UCO) results in widespread lipid peroxidation and apoptosis. Adaptive mechanisms that might limit fetal brain damage include induction of the hemopoietic cytokine, erythropoietin (EPO). In unanesthetized fetal sheep, we investigated if 1 or 2 bouts of brief asphyxia (UCO for 10 min) induced EPO and EPO type I receptor (EPO-R) expressions, with the second UCO repeated 48 h after the first. Fetal brains were recovered 48 h after either sham, 1 x or 2 x UCO at 129-133 (term approximately 147) days of gestation and prepared for immunocytochemistry. In age-matched control brain, low levels of EPO and EPO-R proteins were present in oligodendrocytes (OLs), periventricular and cortical white matter (WM), with no EPO and very low EPO-R expression in neurons. After 1 x UCO, EPO and EPO-R expressions were increased in astrocytes (periventricular and cortical WM, striatum, corpus callosum), choroid plexus epithelial cells, scattered neurons in cortical layers IV-VI, hippocampal CA1 neurons, and in the molecular and granule layers of the cerebellum. After 2 x UCO, higher levels of EPO and EPO-R occurred in the periventricular and cortical WM, corpus callosum, hippocampal CA1, and in neurons of all cortical layers. Paradoxically, EPO and EPO-R were now lower in hippocampal CA1 neurons and cerebellar molecular and granule cell layers. Few OLs expressed EPO or EPO-R after 1 x or 2 x UCO. Thus, brief asphyxia induces EPO and EPO-R in fetal astrocytes, but only after repeated asphyxial insult in neurons. Whether this is a response to increased injury, or represents an adaptive response that limits further cell death and brain damage awaits further investigation.