Micrococcus luteus cells cultivated in medium containing lead salts exhibited a sequence of changes in the quantity of total cellular lipids with essentially no changes from normal cellular yields. The lipid composition of cells cultivated one to four times was moderately decreased (phase I) whereas that of cells cultivated five to six times was reduced by as much as 50% (phase II). Cells cultivated more than six times in lead-containing media had progressively greater quantities of lipid (phase III) approaching that found in control cells. These cells with reestablished lipid contents showed no further effects from more prolonged exposure to lead salts. Chromatographic studies of total lipids of cells of each lipid phase revealed relatively complete lipid compositions. These results indicated that lead is apparently affecting a common biochemical parameter in the biosynthesis of lipids of lipid phase II cells. Changes in the relative quantities of individual components were observed in both the nonpolar and polar lipids in each lipid phase. The most notable changes were the decrease in aliphatic hydrocarbons with concomitant increases in the diglycerides and components identified as a complex family of ketones. Microscopy examinations of control and lead-treated cells revealed electron dense inclusion bodies in membrane fragments in only lead-treated cells.