The effects of glucose and oxygen on the formation of the plasma membrane of Staphylococcus aureus were studied. Phospholipids were consistent components of the membrane and were not affected by glucose or oxygen. Phospholipid fatty acids in cells grown in glucose containing media were rich in Ceven (C18, C20) fatty acid chains, whereas cells grown in glucose deficient media (normal broth) had anteiso Codd (C15,C17) fatty acid chains in place of Ceven chains. This may indicate increased membrane rigidity of the cells grown in glucose containing media. Cytochromes and ATPase were present in the membrane from cells grown in normal broth, but were deficient in the cells grown in glucose containing media. Polypeptide analysis of the membrane proteins showed a deficiency of the bands corresponding to these enzymes. They were not induced by the additionof oxygen to cells grown in glucose containing media. It was concluded that glucose was the dominant factor inhibiting the formation of these membrane enzymes.