Phytoplankton inhabiting oligotrophic ocean gyres actively reduce their phosphorus demand by replacing polar membrane phospholipids with those lacking phosphorus. Although the synthesis of nonphosphorus lipids is well documented in some heterotrophic bacterial lineages, phosphorus-free lipid synthesis in oligotrophic marine chemoheterotrophs has not been directly demonstrated, implying they are disadvantaged in phosphate-deplete ecosystems, relative to phytoplankton. Here, we show the SAR11 clade chemoheterotroph Pelagibacter sp. str. HTCC7211 renovates membrane lipids when phosphate starved by replacing a portion of its phospholipids with monoglucosyl-and glucuronosyl-diacylglycerols and by synthesizing new ornithine lipids. Lipid profiles of cells grown with excess phosphate consisted entirely of phospholipids. Conversely, up to 40% of the total lipids were converted to nonphosphorus lipids when cells were starved for phosphate, or when growing on methylphosphonate. Cells sequentially limited by phosphate and methylphosphonate transformed >75% of their lipids to phosphorus-free analogs. During phosphate starvation, a four-gene cluster was significantly up-regulated that likely encodes the enzymes responsible for lipid renovation. These genes were found in Pelagibacterales strains isolated from a phosphate-deficient ocean gyre, but not in other strains from coastal environments, suggesting alternate lipid synthesis is a specific adaptation to phosphate scarcity. Similar gene clusters are found in the genomes of other marine α-proteobacteria, implying lipid renovation is a common strategy used by heterotrophic cells to reduce their requirement for phosphorus in oligotrophic habitats.marine phosphorus cycle | lipids | glucuronic acid | cyanobacteria | methylphosphonate M icrobes primarily assimilate phosphorus (P) in its +5 valence state (phosphate; P i ), which comprises ∼3% of total cellular mass as a structural constituent of nucleic acids and phospholipids, and is intimately involved in energy metabolism and some transport functions (via ATP hydrolysis) (1). In oligotrophic ocean gyres, P i concentrations are extremely low (0.2-1.0 nM in the Sargasso Sea; ref.2) and the availability of P i can limit bacterial and primary production (2-5). Microbes inhabiting these low P i environments have evolved numerous strategies to maintain growth and enhance their competitiveness for trace amounts of P i . These mechanisms are commonly induced by P i starvation and include one or more of the following: (i) expression of high affinity P i transporters (6); (ii) reduction of cellular P i quotas (7, 8); (iii) utilization of alternate phosphorus sources (9, 10); and (iv) polyphosphate storage and breakdown (11,12). Such strategies facilitate survival in the face of P i insufficiency.