Cultures of Staphylococcus aureus, Neisseria gonorrhoeae, and Streptococcus bovis were incubated on membrane filters on agar containing antibiotics at one-third to one-fourth the minimal inhibitory concentration for the particular bacterial strain. S. aureus was grown in the presence of oxacillin, cephaloridine, or lincomycin. N. gonorrhoeae and S. bovis were grown in the presence of penicillin. The membranes were then incubated in drug-free agar, after which viability was determined and the cells were examined by electron microscopy. S. aureus exposed to oxacillin and cephaloridine grew into cells two to seven times larger than normal that contained thick multiple cross walls. S. aureus exposed to lincomycin grew into cells 1.5 to 2 times larger than normal, with multiple thick cross walls and periheral cell walls twice the normal thickness. N. gonorrhoeae cells exposed to penicillin were slightly larger than normal and had cross walls that were up to eight times thicker than normal. After transfer to drug-free agar, cells became smaller, and some normal organisms could be seen. S. bovis incubated in the presence of penicillin grew into filaments that contained no cross walls. Two hours after the return to drug-free agar, filaments with cross walls as well as normal cells were observed. Exposure to subinhibitory concentrations of penicillin did not affect the growth of the peripheral cell wall of S. aureus, N. gonorrhoeae, or S. bovis, but appeared to inhibit lysis of cross walls in S. aureus and N. gonorrhoeae and to inhibit the synthesis of cross walls in S. bovis; that is, the rates of peripheral and cross wall formation differed in their susceptibility to penicillin. These facts suggest that peripheral growth and cross wall formation in cocci are separable processes.