An aerobic alkaliphile YN-2000 and a facultatively anaerobic alkaliphile BL77/1 are able to grow over the wide pH range of 7-10.5, Net surface charges on the membranes from YN-2000 and BL77/1 were negative above pH 4, and the amounts were significantly increased when the bacteria were cultured at pH 10 as compared with those cultured at pH 7.5. Phospholipid contents of the membranes from both bacteria grown at pH 10 were much higher than those from the bacteria grown at pH 7.5, Phospholipids of the membranes from YN-2000 and BL77/1 were composed mainly of cardiolipin (CL), phosphatidylethanolamine (PE), and phosphatidylglycerol (PG), It is suggested that the increases by growth at pH 10 of negative charges on the membranes from the bacteria result mainly from the increases of acidic phospholipids such as CL and PG. Increases of phospholipid contents and/or negative charges on the membranes seem to contribute to the adaptation of YN-2000 and BL77/1 to an alkaline environment.