Crystalline bacterial cell surface layers (S-layers) were used for the preparation of the active filtration layer of ultrafiltration membranes (S-layer ultrafiltration membranes; SUMs). Since the S-layer is uniform in its pore size and morphology and its functional groups are aligned in well-defined positions, the SUMs provide ideal model systems for studying protein adsorption and membrane fouling. Due to the presence of surface-located carboxyl groups the standard SUMs have the net negative charge but exhibit basically a hydrophobic character. In order to change the net charge, the charge density and the accessibility of charged groups of the SUMs as well as their hydrophobicity, free carboxyl groups of the S-layer protein were modified with selected low molecular weight nucleophiles under conditions of preserving the crystalline lattice structure, SUMs with 1.6 to 7 charged or functional groups exposed per nm(2) of the membrane area were used for adsorption experiments. After solutions of differently sized and charged test proteins were filtered, the relative flux losses of distilled particle free water were measured. The results showed that the adsorption capacity of the SUMs increased with the extent of their hydrophobicity. Test proteins showed their own specific adsorption characteristics, which clearly demonstrated the difficulties in determining parameters controlling the membrane fouling. Independent of the net charge of the test proteins and that of the SUMs, the flux loss of SUMs increased with the increased charge density and an improved accessibility of the charged groups on the S-layer surface. No essential differences in the adsorption characteristics were observed between the zwitterionic SUMs of slightly surplus of free carboxyl groups and the standard SUMs of net negative charge.