Bacteroids, prepared anaerobically from soybean root nodules by fractional centrifugation or by sucrose or Percoll density-gradient methods, were retained within a stirred, flow-through reaction chamber and used to determine rates of respiration and N2 fixation at various rates of O2 supply. Liquid reaction solutions containing malate, oxyleghaemoglobin, dissolved N2 and various levels of dissolved O2 were passed through the reaction chamber at measured rates of flow. The relative oxygenation of leghaemoglobin in the chamber was determined automatically by spectrophotometry of the effluent solution, and the concentrations of free, dissolved O2 ([O2(free)]) and the rates of O2 consumption were calculated. N2 fixation was measured by analysis of fractions of effluent. The principal finding was that stepwise increases in the flow rate (increasing the supply of O2 and malate) induced an increase in O2 demand (respiration) resulting in a decrease in [O2(free)] and increased N2 fixation. In some experiments, samples of bacteroids were withdrawn from the flow chamber during steady states and the rates of malate uptake were measured in standard, microaerobic assays. Progressive taking of samples from the flow chamber whilst maintaining constant flow rates (increasing the supply of O2 and malate per bacteroid) also resulted in increased O2 demand and declines in [O2(free)]. With increased bacteroid respiration, transport of malate into bacteroids (linear with time between 1 and 5 min after starting each assay) increased proportionally. This suggests that the rate of malate transport is tightly coupled with bacteroid respiration. Thus, bacteroid respiration, coupled with malate uptake, must be regulated by the rate of O2 supply, rather than by the [O2(free)] prevailing in the stirred chamber as found or assumed in previous work. These features are discussed in relation to N2 fixation by anaerobically isolated bacteroids.