We sought to describe cerebrovascular responses to incremental exercise and test the hypothesis that changes in cerebral oxygenation influence maximal performance. Eleven men cycled in three conditions: 1) sea level (SL); 2) acute hypoxia [AH; hypobaric chamber, inspired PO2 (PIO2)86 Torr]; and 3) chronic hypoxia [CH; 4,300 m, PIO2 86 Torr]. At maximal work rate (W-max), fraction of inspired oxygen (FIO2) was surreptitiously increased to 0.60, while subjects were encouraged to continue pedaling. Changes in cerebral ( frontal lobe) (C-OX) and muscle (vastus lateralis) oxygenation (M-OX) ( near infrared spectroscopy), middle cerebral artery blood flow velocity (MCA V-mean; transcranial Doppler), and end-tidal PCO2 (PETCO2) were analyzed across %W-max (significance at P < 0.05). At SL, PETCO2, MCA Vmean, and C-OX fell as work rate rose from 75 to 100% W-max. During AH, PETCO2 and MCA Vmean declined from 50 to 100% W-max, while C-OX fell from rest. With CH, PETCO2 and C-OX dropped throughout exercise, while MCA Vmean fell only from 75 to 100% W-max. M-OX fell from rest to 75% W-max at SL and AH and throughout exercise in CH. The magnitude of fall in C-OX, but not M-OX, was different between conditions (CH > AH > SL). FIO2 0.60 at W. max did not prolong exercise at SL, yet allowed subjects to continue for 96 +/- 61 s in AH and 162 +/- 90 s in CH. During FIO2 0.60, C-OX rose and M-OX remained constant as work rate increased. Thus cerebral hypoxia appeared to impose a limit to maximal exercise during hypobaric hypoxia (PIO2 86 Torr), since its reversal was associated with improved performance.