24Antibiotic tolerance, the ability to temporarily sustain viability in the presence of 25 bactericidal antibiotics, constitutes an understudied, yet likely widespread cause of 26 antibiotic treatment failure. We have previously shown that the Gram-negative pathogen 27Vibrio cholerae is able to tolerate exposure to the typically bactericidal -lactam antibiotics 28 by assuming a spherical morphotype devoid of detectable cell wall material. However, it 29 is unclear how widespread tolerance is. Here, we have tested a panel of clinically 30 significant Gram-negative pathogens for their response to the potent, broad-spectrum 31 carbapenem antibiotic meropenem. We show that clinical isolates of Enterobacter 32 cloacae, Klebsiella pneumoniae, and Klebsiella aerogenes, but not Escherichia coli, 33 exhibit moderate to high levels of tolerance to meropenem, both in laboratory growth 34 medium and in human serum. Importantly, tolerance was mediated by cell wall-deficient 35 spheroplasts, which readily recovered to wild-type morphology and exponential growth 36 upon removal of antibiotic. Our results suggest that carbapenem tolerance is prevalent in 37 clinically significant bacterial species, and we suggest that this could contribute to 38 treatment failure associated with these organisms. 39 40 41 42 43 44 45 possession of the carbapenemase KPC (Klebsiella pneumoniae carbapenemase). 132 133 Among the susceptible/non-resistant, non-carbapenemase producing isolates, killing and 134optical density dynamics varied widely between species and even isolates within the 135 same species (e.g., E. cloacae WCM0001 versus E. cloacae ARB0008) ( Fig. 1). 136Interestingly, both in lysis behavior and survival, E. coli was considerably less tolerant