The effect of cardiopulmonary bypass (CPB) on cerebral physiology during heart surgery remains incompletely understood. This study was carried out to investigate changes of cerebral metabolism and the association between the changes and clinical factors during heart surgery. Seventy adult patients (n=70) scheduled for elective cardiac surgery were participated in the present study. Middle cerebral artery blood flow velocity (V$_{MCA}$), cerebral arteriovenous oxygen content difference (C(a-v)O$_2$), cerebral oxygen extraction (COE), and modified cerebral metabolic rate for oxygen (MCMRO$_2$) were measured during six phases of the operation; Pre-CPB, CPB-10 min, Rewarm-1 (nasopharyngeal temperature 34$^{circ}C$), Rewarm-2 (nasopharyngeal temperature 37$^{circ}C$), CPB-off, and Post-OP (at skin closure after CPB-off). Each relationship of age, arterial blood gas parameters, or other variables to V$_{MCA}2$, C(a-v)O$_2$, COE, or MCMRO$_2$ was evaluated. V$_{MCA}$ increased (P<0.0001) whereas C(a-v)O$_2$ decreased (P<0.01) throughout the five phases of the operation compared to Pre-CPB value (control). COE diminished at CPB-10, Rewarm-1, and CPB-off (P<0.05) while MCMRO$_2$ reduced at CPB-10 and Rewarm-1 (P<0.05) compared to Pre-CPB value. Positive correlation was found between age and cerebral metabolic parameters (V$_{MCA}$, C(a-v)O$_2$, COE, or MCMRO$_2$) during CPB (range r=0.24 to 0.38, p<0.05). Four cerebral metabolic parameters had partially negative or positive correlation with arterial blood gas parameters and other variables (arterial blood pH, $O_2$ tension, $O_2$ content, $CO_2$ tension, blood pressure, blood flow, temperature, or hematocrit) during the operation. In conclusion, CPB led to marked alterations of cerebral metabolism and age, pH, and $CO_2$ tension profoundly influenced the changes during cardiac surgery.