Ampicillin resistance in Haemophilus influenzae and Neisseria gonorrhoeae is most commonly due to plasmid-mediated production of the TEM beta-lactamase. The H. influenzae plasmids may have evolved by insertion of various antibiotic resistance transposons into a phenotypically cryptic plasmid found in one of 699 isolates of H. influenzae examined. The small, nonconjugative, beta-lactamase-specifying plasmids of N. gonorrhoeae and Haemophilus species are highly related. Phenotypically cryptic plasmids found in several epidemiologically distinct isolates of Haemophilus parainfluenzae are highly related to the beta-lactamase plasmids but carry no transposon A (TnA) sequences. This evidence strongly favors the hypothesis that the beta-lactamase plasmids evolved by the insertion of TnA (possibly introduced from enteric bacteria) into cryptic plasmids resident in H. parainfluenzae.