Intrauterine growth restriction (IUGR) is a common pregnancy complication and is a leading cause of fetal morbidity and mortality. Placental hypoxia contributes to adverse fetal consequences, including IUGR. Exposing pregnant rats to hypoxia can lead to IUGR; however, assessment of maternal vascular function in a rat model of hypoxia, and the mechanisms that may contribute to adverse pregnancy outcomes, has not been extensively studied. We hypothesized that exposing pregnant rats to hypoxia will affect maternal systemic vascular function and increase the uterine artery resistance index (RI), which will be associated with IUGR. To test this hypothesis, pregnant rats were kept in normoxia (21% O2) or hypoxia (11% O2) from gestational day (GD) 6 to 20. Maternal blood pressure, utero-placental resistance index (RI) (ultrasound biomicroscopy) and vascular function (wire myography) were assessed in uterine and mesenteric arteries. Fetal weight was significantly reduced (P< 0.001), while maternal blood pressure was increased (P<0.05) in rats exposed to hypoxia. Maternal vascular function was also affected after exposure to hypoxia, including impaired endothelium-dependent vasodilation responses to methacholine (MCh) in isolated uterine arteries (pEC50 normoxia: 6.55±0.23 vs. hypoxia: 5.02±0.35, P<0.01) and a reduced uterine artery RI in vivo (normoxia: 0.63±0.04 vs. hypoxia: 0.53±0.01, P<0.05); associated with an increase in umbilical vein RI (normoxia: 0.35±0.02 vs. hypoxia: 0.45±0.04, P<0.05). These data demonstrate maternal and fetal alterations in vascular function due to prenatal exposure to hypoxia. Further, although there was a compensatory reduction in uterine artery RI in the hypoxia groups, this was not sufficient to prevent IUGR.