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SUMMARY: Low doses of penicillin which inhibited division but permitted filament formation in Escherichia coli did not influence the total rate of phospholipid formation but altered the ratio of individual phospholipids to that characteristic of resting organisms: the filaments contained more cardiolipin and less phosphatidyl glycerol than normal exponentially dividing organisms. Addition of penicillinase to growing filaments restored both normal division and the normal phospholipid ratio. Filaments induced by u.v.-irradiation showed similar changes in phospholipid ratio. These findings suggest that phospholipids or their derivatives are directly involved in division.