Manganese (Mn) is a naturally abundant metal and particularly so in soft-bottom oceanic sediments where it generally occurs bound in a four-valent colloidal state as MnO2. When hypoxic conditions occur in bottom waters, the metal reduces to the bioavailable ion Mn2+ and can reach concentrations known to have immunotoxic effects in the crustacean Nephrops norvegicus, reducing numbers of circulating haemocytes as a consequence. However, we have previously shown that Mn seems to have a contrasting effect on the echinoderm Asterias rubens in which it triggers the proliferation of haematopoietic cells and increases coelomocyte numbers. Since elevated Mn levels mostly co-occur with hypoxia in nature, here we investigated whether hypoxia has a negative effect on haematopoiesis. Proliferation and differentiation of coelomocytes and cells in the coelomic epithelium of A. rubens were compared after 3 days of exposure to realistic levels of Mn, hypoxia or a combination of these two parameters. We can confirm that Mn elevated numbers of coelomocytes and increased proliferation of epithelial cells, but hypoxia did not affect these levels. However, hypoxia did affect differentiation of these cells as judged by investigating the expression of a Runt domain transcription factor, which was also cloned and sequenced. Through comparative quantification using a real time PCR technique, we found that exposure to hypoxia had a clearly stimulating effect on mRNA expression of Runt gene in both coelomocytes and epithelial cells. These results indicate that during hypoxic conditions the composition of coelomocyte sub-populations changed.