The extent of incorporation of a wide variety of exogenous saturated, unsaturated, branched-chain, and cyclopropane fatty acids into the membrane lipids of Acholeplasma laidlawii B was systematically studied. Within each fatty acid class the extent of incorporation generally increased markedly with increasing chain length, reached a maximum, and then declined progressively but less sharply with further increases above that chain length giving maximal direct incorporation. Certain shorter-chain members of each fatty acid class underwent complete or partial conversion to longer-chain homologues before utilization for complex lipid biosynthesis. The degree and extent of chain elongation and direct incorporation and the characteristic dependence of each of these processes on fatty acid chain length and structure correlated well with the physical properties (melting temperatures) of the exogenous fatty acids. The in vivo specificity of the enzyme systems responsible for the incorporation of exogenous fatty acids was such that the fluidity and physical state of the membrane lipids were maintained within a definite, albeit a relatively wide, range. We also observed that the neutral glycolipids typically have similar fatty acid compositions, which are somewhat different from those of the major phosphatides, which also exhibit similar fatty acid spectra. The phosphorylated glycolipid glycerophosphoryldiglucosyl diglyceride, however, always maintained a unique fatty acid composition quite different from that of the diglucosyl diglyceride from which it is presumably derived. These characteristic differences in fatty acid composition appear to function to minimize differences in phase transition temperatures, thus producing a more physicochemically homogeneous mixture of membrane lipids than would result from a nonspecific incorporation of fatty acids.