ProQ is a cytoplasmic protein with RNA chaperone activities that reside in FinO-and Hfq-like domains. Lesions at proQ decrease the level of the osmoregulatory glycine betaine transporter ProP. Lesions at proQ eliminated ProQ and Prc, the periplasmic protease encoded by the downstream gene prc. They dramatically slowed the growth of Escherichia coli populations and altered the morphologies of E. coli cells in high-salinity medium. ProQ and Prc deficiencies were associated with different phenotypes. ProQ-deficient bacteria were elongated unless glycine betaine was provided. High-salinity cultures of Prcdeficient bacteria included spherical cells with an enlarged periplasm and an eccentric nucleoid. The nucleoid-containing compartment was bounded by the cytoplasmic membrane and peptidoglycan. This phenotype was not evident in bacteria cultivated at low or moderate salinity, nor was it associated with murein lipoprotein (Lpp) deficiency, and it differed from those elicited by the MreB inhibitor A-22 or the FtsI inhibitor aztreonam at low or high salinity. It was suppressed by deletion of spr, which encodes one of three murein hydrolases that are redundantly essential for enlargement of the murein sacculus. Prc deficiency may alter bacterial morphology by impairing control of Spr activity at high salinity. ProQ and Prc deficiencies lowered the ProP activity of bacteria cultivated at moderate salinity by approximately 70% and 30%, respectively, but did not affect other osmoregulatory functions. The effects of ProQ and Prc deficiencies on ProP activity are indirect, reflecting their roles in the maintenance of cell structure.O smotic stress perturbs cell structure, composition, and function (1). Despite retaining their rod-like shape, Escherichia coli cells cultivated in high-salinity minimal medium maintain lower hydration, turgor pressure, and growth rate than those cultivated at a lower salinity that is optimal for growth (2). The elastic murein sacculus is believed to buffer effects of osmotically induced water fluxes on cell structure (3). E. coli can attenuate osmotically induced dehydration by accumulating small, uncharged, or zwitterionic organic solutes called osmolytes (1, 4, 5). For example, transporter ProP mediates the accumulation of diverse solutes, including proline and glycine betaine, thereby restoring cellular hydration and stimulating bacterial growth in high-salinity media (6, 7).ProQ is a cytoplasmic protein that binds RNA, facilitating RNA duplexing and strand exchange (8). Previous work showed that proQ lesions decreased ProP levels and attenuated ProP activity (the proQ transport phenotype). These effects occurred when bacteria expressed proP from the chromosome or a plasmid-based P BAD promoter during growth in low-to moderate-salinity media and were reversed by plasmid-based proQ expression (8, 9). Here, we show that proQ lesions dramatically slow the growth of E. coli populations in high-salinity medium and alter the morphologies of E. coli cells (the proQ growth and morphological phenotypes...