The fatty acid content of Mycoplasma pneumoniae increased 2.5- to 9.6-fold when the growth medium was supplemented with a saturated, unsaturated, or beta-hydroxy fatty acid, the greatest increase occurring with palmitic acid. The amount of each supplemented fatty acid found within this organism was 2.8 to 5.5% of the total fatty acid content; the exception was palmitic acid. Up to 57% of the palmitic acid was utilized from the supplemented medium, whereas only 0.2 to 10% of the other fatty acids was utilized. Chromatographic and isotopic analyses revealed that 22% of the labeled palmitic acid incorporated from the palmitic acid-supplemented medium remained free in this organism. Also, even though complex lipid synthesis increased a minimum of 3.8-fold under these conditions, this mycoplasma continued to incorporate intact complex lipids from the growth medium. Bacteriostatic and bactericidal studies which used high concentrations of various long-chain fatty acids showed that only palmitic, myristic, and beta-hydroxydecanoic acids were not bactericidal. The addition of palmitic acid to the growth medium resulted in the formation of exceedingly long, filamentous cells in approximately 25% of the population. Osmotic fragility and electron spin resonance spectroscopy studies showed a correlation among this increased fatty acid content, decreased membrane fluidity, and the increased osmotic fragility of palmitic acid-grown cells. In addition, these cells had a lowered cholesterol content. The effect of such compositional changes on osmotic fragility is discussed in this paper. Finally, the profound increase in the total fatty acid content of palmitic acid-grown cells altered neither sensitivity to tetracycline or erythromycin nor the amount of hydrogen peroxide secreted.