Recent progress towards an understanding of the architecture of the mycobacterial cell envelope (P.J. Brennan and H. Nikaido, Annual Review of Biochemistry 64 (1995) 29-63) provides a model with features more generally applicable to cell envelope organisation in other mycolic acid-containing bacteria. Using this archetype, a model for the organisation of the rhodococcal cell envelope is presented here, with particular reference to cell envelope composition in Rhodococcus equi. The likelihood that mycolic acids bound to the cell wall arabinogalactan contribute to the formation of a distinct outer lipid layer is emphasised. Furthermore, the model incorporates recent work which has characterised rhodococcal macroamphiphiles (lipoglycans and lipoproteins), including the VapA virulence-associated lipoproteins of R. equi.