A comparative study of ultrastructure and IR-spectroscopy of osmotic shock membranes from cells of glycolyzing (Streptococcus faecalis) and respiring (Micrococcus lysodeikticus) bacteria, was made. The S. faecalis and M. lysodeikticus membranes differ in their cross-section. Treatment of the preliminary washed membranes of S. faecalis and M. lysodeikticus with a low ionic strength solution removes 40% and 70% of their proteins respectively, decreases the membrane cross-section but does not change their fracture faces. Pre-cooling of the membrane suspensions within the temperature range of +5 degrees-10 degrees results in the appearance of large smooth areas on S. faecalis membrane fracture faces, but does not affect the ones of M. lysodeikticus membrane. Treatment of the washed suspensions with Triton X-100 results in the appearance of drastic changes of S. faecalis membrane fracture faces and does not change the fracture faces of M. lysodeikticus membranes; treatment by the detergent does not alter the IR-spectroscopy of membranes of both bacteria. Treatment of S. faecalis and M. lysodeikticus membranes with high temperature irreversibly changes the structure of 20% and 40% of protein components respectively,, but does not affect the distribution of the subparticles on their fracture faces. It is assumed that the differences found are determined by the composition of lipid components of the membranes studied and that the amount of proteins closely bound with lipids in the membranes of S. faecalis is likely to be greater than that of M. lysodeikticus membranes.