Hypoxia-responses help coordinate the growth of oxygen-transporting tissues with the growth of other tissues during development. In Drosophila, hypoxia strongly affects development with flies being reared in a low oxygen environment showing smaller body sizes and diminished tracheal growth. The primary regulator of cellular hypoxic-responses is the hypoxia-inducible factor (HIF), and under normoxic conditions, HIF-alpha is hydroxylated by prolyl hydroxylase domain (PHD) on a proline residue inside the alpha leading to the proteins proteasome degradation downstream. However, in response to reduced oxygen, cells accumulate HIF- alpha, which then joins with the constituent HIF-beta in the cytosol, forming a HIF- alpha/beta heterodimer. Which, in turn, enters the nucleus and binds to hypoxic response elements, activating the hypoxic response genes. Hyperoxia has recently been shown to stimulates metabolic rates only at the last stage Drosophila's larval development (L3), indicating oxygen limitation occurs towards the end of development. Green fluorescent protein (GFP) was added to the oxygen-dependent domain of Drosophila HIF- Alpha (Sima) and a monomeric red fluorescent protein with a nuclear localization signal (mRFP-nls) was added to a protein under the same ubiquitin-69E promoter but is not affected by changing O2 levels. Using a Leica SP5 AOBS Spectral Confocal, third instar larvae were analyzed at the cellular level with attention focused on HIF- signaling in the central nervous system (CNS). L3 Drosophila were divided into groups of 0-12h, 12-24h, 24-48h, and 48-60h corresponding to their development. In each group, flies were either treated for 10-12 hours in 5% O2 or were left normoxic before fixation. What was overwhelmingly found is that HIF-signaling was most prominent during their early development (0-12h), with a significant decline as age increased (P=<0.001). There was also an observed hypoxic effect as animals treated in lower oxygen concentrations had significantly higher HIF signaling (P=<0.001). However, this effect still declines as larvae continued developing. This data supports the idea that internal hypoxia does not become severe during late third instar growth but may occur during the actual molt of the flies.