A survey of the comparative cytological effects of growth in the presence of mercury by a group of mercury-resistant bacterial cultures and a characterization of the process of bacterial adaptation to Hg2+ ion was accomplished. Mercury resistance was found to be dependent upon the ability to volatilize mercury from the medium and upon the amount of mercury accumulated by the cells. The results indicate that most cultures which adapt to growth in the presence of HgCl2 exhibit extensive morphological abnormalities. Significant effects are delay in the onset of growth and cell division and numerous structural irregularities associated with cell wall and cytoplasmic membrane synthesis and function. A detailed analysis of the adaptation process and the resulting effects on morphology was performed on an Enterobacter sp. During the period preceding active multiplication, a selection for mercury-resistant mutants occurred. It was also demonstrated that growth commenced only at a specific threshold concentration of HG2+.