The mechanism of non-beta-lactamase-mediated beta-lactam resistance in a clinical isolate of Haemophilus influenzae type b was studied. This clinical isolate showed up to a 32-fold increase in MICs of a wide variety of beta-lactams, including moxalactam and cefotaxime, although no beta-lactamase activity was detected, even after attempted induction. Transformation of broad-spectrum beta-lactam resistance into ampicillin-susceptible H. influenzae RDnov was accomplished. Examination of the outer membrane protein profile of the resistant parent by sodium dodecyl sulfate-polyacrylamide gel electrophoresis of Triton X-100-extracted membranes revealed an unusual major outer membrane protein band at a molecular weight of 45,000. This outer membrane protein profile did not transform with beta-lactam resistance. Permeability differences were noted between the resistant strain and the nonisogenic susceptible strain of H. influenzae, although these penetration differences were not transformed. Comparison of the penicillin-binding protein profile of a resistant transformant with that of a susceptible parent with both whole-membrane preparations and whole-cell labeling, revealed a major reduction in binding affinity to penicillin-binding proteins 3a and 3b (molecular weights, 68,000 and 65,000, respectively). Thus, alteration in penicillin-binding proteins 3a and 3b correlated with the beta-lactam resistance.