The mouse virulence of two K antigen-containing (L variety) strains of Escherichia coli (serotype O2:K1) isolated from human septicemia, and of their variants which lacked K antigen, was studied. The strains containing envelope antigen (K+) were highly virulent when injected intracerebrally or when suspended in mucin and injected intraperitoneally. After intraperitoneal injection of E-107 K+ (but not K-), there was a marked initial growth in the peritoneal cavity followed by bacteremia and infection of all the organs examined. In the mucin-enhanced lethal infection, this growth continued until death of the animal; in the nonlethal infection, growth ceased and the count dropped quickly after approximately 5 hr. Host defenses were depressed greatly by intraperitoneally, but not intravenously, administered mucin. Bacteria were most virulent when injected intraperitoneally. In vitro phagocytosis of the K+ bacteria required opsonins not needed for phagocytosis of the smooth K- variants. Opsonins were found in immunized rabbit and normal mouse sera. Immune rabbit sera contained antibodies with anti-K specificity which were opsonic in vitro and highly protective in vivo when administered passively. There appears to be a lesser anti-O opsonic and protective activity involving one of the strains (E-107 K+), and colonial morphology, agglutination, and absorption tests indicated a low amount of K antigen on this organism. No anti-O opsonic or protective activity could be shown involving the other strain (E-102 K+). When standard serological typing procedures were used, these two strains appeared to be identical serologically, but they differed greatly in sensitivity to immune rabbit serum in phagocytosis experiments in vitro.