Changes of cerebral water content, blood flow and cortical EEG following cardiac arrest (8-14 minutes) were studied in 14 mongrel dogs. With five hours of maintenance, changes in the water content both in grey and white matter were found to be insignificant. (Grey matter: control 78.68 ± 2.62%; arrest 79.91 ± 1.76%. White matter: control 66.66 ± 4.10%; arrest 67.76 ± 1.88%). Blood flow was measured using 15µ microspheres labeled with Sr,85 Ce141 and Yb.169 Flow in grey matter was decreased to 47% at 3 hours and 53% at 5 hours; while in white matter it was 67% at 3 hours and 75% at 5 hours from baseline. Deterioration of the cortical electrical activity was observed in all animals having an arrest of more than 8 minutes. In animals having arrest of longer than 12 minutes there is either no return (isoelectric) or marked slowing of cortical electrical activity. From this and previous studies, it is concluded that with more than 8 minutes of cardiac arrest and up to 5 hours of maintenance there is impairment of cortical perfusion which is not associated with a significant increase in total water content. The lack of increase in total water content, however, does not mean there is no local swelling or edema such as in endothelial cells.