Yeast cells grown anaerobically have been shown to vary in their ultrastructure and absorption spectrum depending upon the composition of the growth medium. The changes observed in the anaerobically grown cells are governed by the availability of unsaturated fatty acids and ergosterol and a catabolite or glucose repression. All the cells contain nuclear and plasma membranes, but the extent of the occurrence of vacuolar and mitochondrial membranes varies greatly with the growth conditions. Cells grown anaerobically on the least nutritive medium, composed of 0.5% Difco yeast extract-5% glucose-inorganic salts (YE-G), appear to contain little vacuolar membrane and no clearly recognizable mitochondrial profiles. Cells grown anaerobically on the YE-G medium supplemented with Tween 80 and ergosterol contain clearly recognizable vacuolar membrane and some mitochondrial profiles, albeit rather poorly defined. Cells grown on YE-G medium supplemented only with Tween 80 are characterized by the presence of large amounts of cytoplasmic membrane in addition to vacuolar membrane and perhaps some primitive mitochondrial profiles. When galactose replaces glucose as the major carbon source in the medium, the mitochondrial profiles within the cytoplasm become more clearly recognizable and their number increases. In aerobically grown cells, the catabolite repression also operates to reduce the total number of mitochondrial profiles. The possibility is discussed that cells grown anaerobically on the YE-G medium may not contain mitochondrial membrane and, therefore, that such cells, on aeration, form mitochondrial membrane from nonmitochondrial sources. A wide variety of absorption compounds is observed in anaerobically grown cells which do not correspond to any of the classical aerobic yeast cytochromes. The number and relative proportions of these anaerobic compounds depend upon the composition of the growth medium, the most complex spectrum being found in cells grown in the absence of lipid supplements.