The emergence of resistance to ampicillin and other antibiotics in Haemophilus influenzae has been a relatively recent event. In contrast, drug resistance has been rampant in the Enterobacteriaceae for many years. Ampicillin-resistance in H. influenzae is almost invariably attributable to possession of the TEM (Type III a)beta-lactamase. As is common in other bacteria the gene specifying this enzyme is plasmid-borne in Haemophilus. Some ampicillin-resistant strains of H. influenzae can transfer the TEM beta-lactamase gene to other strains of Haemophilus, to Escherichia coli and to Pseudomonas aeruginosa. The features of such transfer are unusual and lead for example, to the induction of adenine requirement in recipient strains of P. aeruginosa. Crypticity measurements of beta-lactamase activity show that in comparison to P. aeruginosa or E. coli, the outer membrane of H. influenzae affords only a weak penetration barrier to beta-lactam antibiotics. This may have consequences for the stability and distribution of beta-lactamase production in Haemophilus spp. which are discussed. A comparison of the molecular properties of R-plasmids determining a variety of resistances and carried by strains of H. influenzae isolated in diverse geographical locations has revealed unexpected homologies. A series of such plasmids of similar molecular weights (about 30 X 10(6)) differ substantially only in the transposable resistance genes that they carry. A model based on these findings is presented to explain the acquisition of ampicillin- and other resistances by Haemophilus.