The outer and inner membranes and cytoplasm of spheroplasts of a strain of phase I B. pertussis were fractionated by density gradient centrifugation. The high density vesicles of the outer membranes isolated had the "Pili" characteristic of the bacteria and the same antigenicty as the bacterial surface. Activities for inhibition of polymorphonuclear leukocytes were also almost exclusively localized in this outer membrane fraction. The histamine-sensitizing activity was more dispersed, but its specific activity was also highest in the outer membrane fraction. These results suggest that molecules carrying these activities, which are probably different entities together with the tissue-adhesive pili, form a virulence complex on the surface of phase I organisms of B. pertussis.