10Every living cell is composed of macromolecules such as proteins, DNA, RNA and pigments or 11 cofactors. The ratio between these macromolecular pools depends on the allocation of resources within 12 the organism to different physiological requirements, and in turn determines the elemental composition 13 of the organism and, potentially, how it may affect biogeochemical cycles of elements such as carbon, 14 nitrogen and phosphorus. Here, we present detailed measurements of the macromolecular composition 15 of Prochlorococcus MIT9312, a representative strain of a globally abundant marine primary producer, 16 as it grows and declines due to N starvation in laboratory batch cultures. As cells reached stationary 17 stage and declined, protein/cell decreased by ~30% and RNA/cell and pigments/cell decreased by an 18 order of magnitude. The decline stage was associated with the appearance of chlorotic cells which had 19 higher forward scatter (a proxy for cell size) but lower chlorophyll autofluorescence, as well as with 20 changes in photosynthetic pigment composition. Specifically, during culture decline divinyl-21 chlorophyll-like pigments emerged, which were not observed during exponential growth. These 22 divinyl-chlorophyll-like pigments were also observed in natural samples from the Eastern 23 Mediterranean. Around 80-85% of the carbon fixed by Prochlorococcus MIT9312 (but not of a 24 different strain, NATL2A) was released into the growth media as dissolved organic carbon under these 25 laboratory conditions. Broadly defined, the macromolecular composition of Prochlorococcus 26 MIT9312 is more similar to eukaryotic phytoplankton than to marine heterotrophic bacteria, suggesting 27 a different set of physiological constraints determines the macromolecular composition of these two 28 broad classes of marine microorganisms. 29 30