In the cyanobacteria, intracellular structures called carboxysomes function to concentrate CO 2 around the relatively inefficient CO 2 -fixing enzyme RUBISCO. Mutants devoid of carboxysomes, such as the Synechococcus PCC7942 DccmM mutant, are able to grow at high-CO 2 (2% v/v CO 2 in air) but perish in air. By growing DccmM in air containing 0.23% CO 2 , and then normal air (0.037%) it was possible to isolate spontaneous pseudorevertant colonies (PsrDccmM) that still lack ccmM and carboxysomes but can grow in air with a maximal doubling time~4-fold greater than wild type. Inorganic carbon (Ci) uptake and accumulation in PsrDccmM was 43-fold greater than wild type and DccmM. However, little, or no, change was detected in the transcript abundance of known genes involved in Ci uptake. Significant differences only in the icfA and rbcLS mRNA levels were observed in PsrDccmM that corresponded with measured changes in IcfA (carboxysomal carbonic anhydrase) and RUBISCO contents. Genomic sequencing spanning icfA, rbcLS, and various Ci transporter and associated gene regions did not identify mutations unique to PsrDccmM that might impart the growth-in-air phenotype. Moreover, the phenotype could not be conferred to DccmM by complementation studies with PsrDccmM genomic DNA fragments, suggesting that it probably results from two or more, as yet unidentified, mutations. The generation of PsrDccmM demonstrates, for the first time, that carboxysomes are not obligatory for the growth of cyanobacteria in air. We speculate that PsrDccmM has gained some form of post-translational up-regulation of Ci transport.