Staphylococcus aureus is the most osmotolerant foodborne pathogen, and outbreaks of staphylococcal food poisoning are often linked to foods of reduced water activity (a(w)) values. While it is generally known that the thermal tolerance of microorganisms increases as the a(w) of the heating menstruum is decreased, surprisingly little research has examined the influence of growth medium a(w) on microbial thermal tolerance. In the present study, we show that growth of S. aureus at an a(w) value of 0.94 leads to the development of dramatically enhanced thermal tolerance (i.e., less than 1 log reduction after heating for 20 min at 60 degrees C). We further show that the identity of the accumulated compatible solute within cells grown at low a(w) can also influence the overall level of thermal tolerance of S. aureus. Finally, we provide evidence that the synthesis of general stress and/or osmotic stress proteins is required for the development of enhanced thermal tolerance of S. aureus at low a(w).