Objective: to evaluate the possibility of altered gas content or pH as a cause of spermatogenic depression in infertile males with varicocele. Setting: Department of Dermatology, and Venreology, Urology and Clinical pathology, Benha Faculty of Medicine and department of Radiology ZagazigFaculty of Medicine. I Patients and intervention: Twenty four infertile males with left sided varicocele were included. Cases were subjected to history, clinical examination and two semen analysis. P02,Pco2, pH and BE were determined in blood samples obtained from internal spermatic vein and the antecubital vein Results and conclusion: The study revealed presence of hypoxia in the intemal spermatic vein compared to peripheral circulation. No correlation between the duration of infertility and associated varicocele. No correlation between sperm count and oxygen tension or saturation but rather with blood pH and Co2 tension on the other hand sperm motility and percent of abnormal forms were affected with decreased oxygen tension and saturation