The levels of fatty acids and their distribution were determined in cultures of Bacillus megaterium during growth, sporulation, and germination. Branched-chain pentadecanoates (br-C15) were the principal fatty acids of log-phase cells. Synthesis of branched-chain tetradecanoates (br-C14) during sporulation increased the relative proportion of these branched fatty acids in sporulating cells and in mature spores. The log-phase distribution was reestablished during outgrowth of the spore. The ratio of br-C15 to br-C14 could be radically altered by addition of their respective amino acid precursors, isoleucine and valine, without seriously affecting the sporulation process. The fatty acid composition of each of the purified phospholipids from log-phase cells was the same, indicating that each phospholipid receives a portion of the fatty acid pool present in the cell at the time of its synthesis. Similarly, the fatty acids of each of the spore phospholipids resembled those of the spore extract. Phospholipids accounted for two-thirds of the fatty acids of the log-phase but only one-third of those of the spore.