The evolution of air-breathing organs (ABOs) is associated not only with hypoxic environments but also with activity. This investigation examines the effects of hypoxia and exercise on the partitioning of aquatic and aerial oxygen uptake in the Pacific tarpon. The two-species cosmopolitan genus Megalops is unique among teleosts in using swim bladder ABOs in the pelagic marine environment. Small fish (58-620 g) were swum at two sustainable speeds in a circulating flume respirometer in which dissolved oxygen was controlled. For fish swimming at 0.11 m s -1 in normoxia (Po 2 = 21 kPa), there was practically no air breathing, and gill oxygen uptake was 1.53 mL kg -0.67 min -1. Air breathing occurred at 0.5 breaths min -1 in hypoxia (8 kPa) at this speed, when the gills and ABOs accounted for 0.71 and 0.57 mL kg -0.67 min -1, respectively. At 0.22 m s -1 in normoxia, breathing occurred at 0.1 breaths min -1, and gill and ABO oxygen uptake were 2.08 and 0.08 mL kg -0.67 min -1, respectively. In hypoxia and 0.22 m s -1, breathing increased to 0.6 breaths min -1, and gill and ABO oxygen uptake were 1.39 and 1.28 mL kg -0.67 min -1, respectively. Aquatic hypoxia was therefore the primary stimulus for air breathing under the limited conditions of this study, but exercise augmented oxygen uptake by the ABOs, particularly in hypoxic water.