Phosphorus is a vital nutrient for living organisms and is obtained by bacteria primarily via phosphate uptake. However, phosphate is often scarcely accessible in nature, and there is evidence that in many areas of the ocean, its concentration limits bacterial growth. Surprisingly, the phosphate starvation response has been extensively investigated in different model organisms (e.g., Escherichia coli), but there is a dearth of studies on heterotrophic marine bacteria. In this work, we describe the response of Pseudovibrio sp. strain FO-BEG1, a metabolically versatile alphaproteobacterium and potential symbiont of marine sponges, to phosphate limitation. We compared the physiology, protein expression, and secondary metabolite production under phosphatelimited conditions to those under phosphate surplus conditions. We observed that phosphate limitation had a pleiotropic effect on the physiology of the strain, triggering cell elongation, the accumulation of polyhydroxyalkanoate, the degradation of polyphosphate, and the exchange of membrane lipids in favor of phosphorus-free lipids such as sulfoquinovosyl diacylglycerols. Many proteins involved in the uptake and degradation of phospho-organic compounds were upregulated, together with subunits of the ABC transport system for phosphate. Under conditions of phosphate limitation, FO-BEG1 secreted compounds into the medium that conferred an intense yellow coloration to the cultures. Among these compounds, we identified the potent antibiotic tropodithietic acid. Finally, toxin-like proteins and other proteins likely involved in the interaction with the eukaryotic host were also upregulated. Altogether, our data suggest that phosphate limitation leads to a pronounced reorganization of FO-BEG1 physiology, involving phosphorus, carbon, and sulfur metabolism; cell morphology; secondary metabolite production; and the expression of virulence-related genes. P hosphorus (P) is an essential macronutrient for all living organisms, since it is an important component of biomolecules and a fundamental element in cellular regulatory processes. The preferential source of P for bacteria is phosphate (P i ), even though organic molecules containing P, such as phosphoesters (molecules with COOOP bonds) and phosphonates (molecules with COP bonds), which together are components of the dissolved organic phosphorus pool (DOP), can also be utilized (1). P i is often scarcely accessible in nature. In many marine environments, the concentration of P i can be in the nanomolar range, and there is growing evidence that P limits bacterial growth and productivity in many areas of the ocean, at least during part of the year (2-5). In addition, unlike nitrogen, P cannot be fixed from the atmosphere; thus, over geological time scales, it is considered to be the ultimate limiting macronutrient in marine ecosystems (6).Due to its crucial role in cell metabolism and its scarcity in natural environments, bacteria evolved several mechanisms to sense P i concentrations and regulate P metabolism accordingly. P...