Azoarcus sp. strain BH72 is an aerobic diazotrophic bacterium that was originally found as an endophyte in Kallar grass. Anticipating that these bacteria are exposed to dissolved O-2 concentrations (DOCs) in the nanomolar range during their life cycle, we studied the impact of increasing O-2 deprivation on N-2 fixation and respiration. Bacteria were grown in batch cultures, where they shifted into conditions of low pO(2) upon depletion of O-2 by respiration. During incubation, specific rates of respiration (qO(2)) and efficiencies of carbon source utilization for N-2 reduction increased greatly, while the growth rate did not change significantly, a phenomenon that we called ''hyperinduction.'' To evaluate this transition from high- to low-test N-2 fixation in terms of respiratory kinetics and nitrogenase activities at nanomolar DOC, bacteria which had shifted to different gas-phase pO(2)s in batch cultures were subjected to assays using leghemoglobin as the O-2 carrier. As O-2 deprivation in batch cultures proceeded, respiratory K-m (O-2) decreased and V-max increased. Nitrogenase activity at nanomolar DOC increased to a specific rate of 180 nmol of C2H4 min(-1) mg of protein(-1) at 32 nM O-2. Nitrogenase activity was proportional to respiration but not to DOC in the range of 12 to 86 nM O-2. Respiration supported N-2 fixation more efficiently at high than at low respiratory rates, the respiratory efficiency increasing from 0.14 to 0.47 mol of C2H4 mol of O-2 consumed(-1). We conclude that (i) during hyperinduction, strain BH72 used an increasing amount of energy generated by respiration for N-2 fixation, and (ii) these bacteria have a high respiratory capacity, enabling them to develop ecological niches at very low pO(2), in which they may respire actively and fix nitrogen efficiently at comparatively high rates.