Hepatic glucose production (HGP) normally begins just prior to birth. Prolonged fetal hypoglycemia, intrauterine growth restriction, and acute hypoxemia produce an early activation of fetal HGP. To test the hypothesis that prolonged hypoxemia increases factors which regulate HGP, studies were performed in fetuses that were bled to anemic conditions (anemic, n=11) for 8.9 ± 0.4 days and compared to control fetuses (n=7). Fetal arterial hematocrit and oxygen content were 32% and 50% lower, respectively, in anemic vs. controls (p<0.005). Arterial plasma glucose was 15% higher in the anemic group (p<0.05). Hepatic mRNA expression of phosphonenolpyruvate carboxykinase (PCK1) was 2-fold higher in the anemic group (p<0.05). Arterial plasma glucagon concentrations were 70% higher in anemic fetuses compared to controls (p<0.05) and they were positively associated with hepatic PCK1 mRNA expression (p<0.05). Arterial plasma cortisol concentrations increased 90% in the anemic fetuses (p<0.05), but fetal cortisol concentrations were not correlated with hepatic PCK1 mRNA expression. Hepatic glycogen content was 30% lower in anemic vs. control fetuses (p<0.05) and was inversely correlated with fetal arterial plasma glucagon concentrations. In isolated primary fetal sheep hepatocytes, incubation in low oxygen (3%) increased PCK1 mRNA 3-fold compared to incubation in normal oxygen (21%). Together, these results demonstrate that glucagon and PCK1 may potentiate fetal HGP during chronic fetal anemic hypoxemia.