<jats:p>The rates of oxygen uptake of the marine polychaete Nereis pelagica and the bivalve Arctica islandica depend on the availability of ambient oxygen. This is manifest both at the tissue level and in isolated mitochondria studied between oxygen tensions (P(O2)) of 6.3 and 47.6 kPa (47–357 mmHg). Oxyconformity was found in both Baltic Sea (Kiel Bight) and cold-adapted White Sea populations of the two species. However, mitochondria isolated from White Sea specimens of N. pelagica and A. islandica showed a two- to threefold higher aerobic capacity than mitochondria prepared from Baltic Sea specimens. We tested whether mitochondrial oxyconformity can be explained by an additional electron pathway that is directly controlled by P(O2). Mitochondrial respiration of both invertebrate species was inhibited by cyanide (KCN) and by salicylhydroxamic acid (SHAM). The overall rate of mitochondrial oxygen consumption increased at high P(O2). Phosphorylation efficiency (ADP/O ratio) decreased at elevated P(O2) (27.5-47.6 kPa, 206–357 mmHg), regardless of whether malate or succinate was used as a substrate. In contrast to the invertebrate mitochondria studied, mitochondria isolated from bovine heart, as an oxyregulating control species, did not show an elevated rate of oxygen uptake at high P(O2) in any respiratory state, with the exception of state 2 malate respiration. In addition, rates of ATP formation, respiratory control ratios (RCR) and ADP/O ratios remained virtually unchanged or even tended to decreased. In conclusion, the comparison between mitochondria from oxyregulating and oxyconforming organisms supports the existence of an alternative oxidase in addition to the classical cytochrome c oxidase. In accordance with models discussed previously, oxidative phosphorylation does not explain the rate of mitochondrial oxygen consumption during progressive activation of the alternative electron transport system. We discuss the alternative system, thought to be adaptive in confined, usually hypoxic environments, where excess oxygen can be eliminated and oxygen levels can be kept low by an increase in the rate of oxygen consumption, thereby minimizing the risk of oxidative stress.</jats:p>