SUMMARY : Radiopenicillin is strongly bound by ultra-microscopic lipid-containing particles liberated on mechanical rupture of Staphylococcus aureus cells. The binding resembles that of intact cells in that it is irreversible and only occurs to a limited extent, but differs in that 7-12 times as much penicillin is bound per unit dry weight of material. The supernatant after centrifuging down the lipid particles decreases the titre of added penicillin as indicated by diffusion assay, possibly by a small irreversible inactivation superimposed upon a 'reversible ' type of binding.There is a correlation between the distribution of ( a ) the penicillin-binding component (P.B.c.), ( b ) 35S from radiopenicillin pretreated cells, and ( c ) lipid phosphorus, in the three fractions produced on rupture either in distilled water or in a formaldehyde solution. Rupture in formalin appears to allow the cells walls to retain most of the lipid particles and PAC., but only a little extra of the dry weight of the cells. Thus penicillin reacts with a lipid-containing fraction close to the cell wall in intact organisms. At least as much more P.B.C. is liberated on rupture of the cells as was available to the penicillin in the intact cell, but P.B.C. is somewhat unstable after rupture. These data are discussed in the light of evidence in the literature that penicillin may react initially with the osmotic barrier of bacteria.It was noted several years ago in this laboratory that staphylococcal cell walls prepared by mechanical rupture of cells in distilled water (Cooper, Rowley & Dawson, 1949) were quite white, and that most of the yellow pigment present in the supernatant fraction was sedimented by high-speed centrifugation as a thin orange waxy layer coating the surface of the cell-wall layer. The lipid character of this fraction was suspected from its yellow colour, as nearly all the pigments of staphylococci when extracted by 90% phenol in water were soluble in chloroform. These pigments have been reported to be carotenoid in character (Sobin & Stahly, 1942). Mitchell & Moyle (1951b) confirmed the high proportion of phospholipid in the coloured fraction which sediments more slowly than the cell walls when a mechanically ruptured cell suspension is centrifuged.It has been reported elsewhere (Rowley, Cooper, Roberts & Lester Smith, 1950) that penicillin-sensitive cells contain a penicillin-binding component (P.B.c.) which appears to be related to the mode of action of penicillin. Cell walls prepared in a formalin mixture were able to bind penicillin (Few, Cooper & Rowley, 1952), whereas cell walls prepared in distilled water were not (Cooper et aE. 1949). It was noticed that cell walls which could bind penicillin were yellow and those which could not were quite white and that this colour difference always followed the penicillin-binding capacity. It was, therefore, considered possible that P.B.C. was associated with a lipid fraction of the cells, and the results presented below show that this is the case.