The growth of Listeria monocytogenes ATCC 23074 in defined medium is sensitive to high osmolarity when compared with its growth in complex media, such as brain heart infusion (BHI). The two major contributors to this difference in growth rate are the availability in BHI of the osmoprotectant glycine betaine and peptides. Peptone plays two major roles: firstly as a nutritional supplement for protein synthesis, and secondly as a source of amino acids and peptides that serve as a mechanism of maintaining turgor. In the presence of peptone the total amino acid pool at high osmolarity is substantial and even in the presence of glycine betaine the amino acid pool makes a major contribution to turgor maintenance. At high osmolarity there is a general increase in amino acid pools, with particularly substantial pools of glutamate, aspartate, proline, hydroxyproline and glycine. Peptides are also accumulated by cells from the peptone supplied in the medium. Glycine-containing peptides are accumulated in the cytoplasm under all conditions. Specific glycine- and proline-containing peptides stimulate growth at high osmolarity. The peptide prolyl-hydroxyproline accumulates in cells to high levels in response to growth at high osmolarity, and the pools of the derived amino acids also show a dependence on the external osmotic pressure. However, proline only confers significant osmoprotection when supplied as peptides. The significance of these data in the context of the occurrence of L. monocytogenes in foods with high peptide content is discussed.