Halotolerant bacteria isolated from raw, olive-mill waste-waters (alpechin) and from composted alpechin could grow on solid medium containing up to 10% (w/v) NaCl. Most (70%) of these halotolerant isolates could also grow in liquid minimal medium with the same NaCl concentration and three isolates from this group were chosen for further study. When grown in tryptic soy broth (TSB), two isolates responded to lowering of water activity (a w) by addition of NaCl or sucrose in the expected manner: by increasing the proportion of membrane anionic lipids diphosphatidylglycerol or phosphatidylglycerol. Some solute-specific differences were observed. In contrast, the third isolate did not alter its membrane phospholipid composition significantly in response to growth in NaCl, whereas in sucrose there was an increase in phosphatidylethanolamine. This response is contrary to the accepted interpretation of the function of such a w-dependent changes, as being a mechanism for preserving the membrane lipid-bilayer phase. When all three isolates were grown in the presence of alpechin, there was a decrease in the proportion of phosphatidylglycerol and a rise in the level of phosphatidylethanolamine. Quantitative and qualitative differences in compatible solute composition were observed when the three isolates were grown in TSB with NaCl or sucrose added to lower a w. The major compatible solutes in two of the isolates were proline and betaine, whereas in the third they were proline, betaine and ectoine; one isolate also contained some trehalose when NaCl but not sucrose was the osmolyte.