The cytochromes of membranes of the cydA mutant Escherichia coli GR19N grown on a proline-amino acid medium were examined. Reduced minus oxidized difference spectra (including fourth-order finite difference spectra) showed that cytochromes with absorption maxima at 554-555, 556-557, 560-561.5 and 563.5-564.5 nm were present. In addition, there were two components with absorption maxima at 548.5 and 551.5 nm which made a minor contribution to the alpha-band absorbance. These were not examined further. Two pools within the cytochromes were detected. One pool, which was reduced rapidly by the substrates NADH, formate and succinate, consisted of cytochromes of the cytochrome o complex. These cytochromes had absorption maxima at 555, 557 and 563.5 nm. In addition, the low-potential cytochrome associated with formate dehydrogenase was reduced rapidly by formate, and a component absorbing at 560-561.5 nm was also present in this pool. The second pool of cytochromes was reduced more slowly by substrate, although the rate was accelerated greatly in the presence of the electron mediator phenazine methosulfate. These cytochromes absorbed maximally at about 556.5 nm. A portion of the cytochrome in this pool was reoxidized by fumarate. This cytochrome may be a component of the fumarate reductase pathway, since the membranes showed high NADH-fumarate reductase activity. The respiratory chain inhibitor 2-n-heptyl-4-hydroxyquinoline N-oxide appeared to act at two sites. One site of inhibition was between the dehydrogenases and the cytochromes. A second site of inhibition was located in the cytochrome o complex between cytochrome b-564 and oxygen.