Utilization of naturally-occurring dissolved free and combined amino acids (DFAA and DCAA) and dissolved DNA (D-DNA) was studied in batch cultures of bacteria from 2 shallow marine environments, Santa Rosa Sound (SRS), Florida, USA, and Flax Pond (FP), Long Island, New York, USA. In addition to control experiments, cultures were enriched with various sources of C and N. In the SRS cultures, net C assimilation of DCAA, DFAA and D-DNA made up from 42 to 60 % of net bacterial C production. The average, relative incorporation of C from DCAA, DFAA and D-DNA was 0.13, 0.77 and 0.10, respectively. The corresponding values of N were 0.10, 0.81 and 0.09. Addition of NH4+, DFAA, or both, increased the incorporation of DCAA, DFAA and D-DNA. Incorporation of N from DCAA, DFAA and D-DNA equaled 111 to 219 % of the bacterial N production. Including incorporation of NH4+ and release of NO3-, calculated net bacterial N incorporation made up 48 and 290 % of bacterial N production. In the FP experiment, net assimilation of DCAA, DFAA and D-DNA equaled 66 to 91 % (average 77 %) of net bacterial C production. Largely all C incorporation was due to assimilation of DFAA. Enrichment of the cultures with NH4+, glucose, methylamines, and high-molecular-weight dissolved organic matter all increased bacterial production. Net N incorporation of DCAA, DFAA and D-DNA corresponded to between 100 and 180 % of net bacterial N production. In 3 cultures DFAA were the dominant (> 50 %) bacterial N source. In the other cultures, DFAA and NH4+ were similar in importance as an N source, and together they accounted for 80 to 99 % of bacterial N incorporation. Including uptake of NH4+ and uptake or release of NO3- in the N budgets, bacterial N incorporation equaled 155 to 413 % of bacterial N production. The reason for this apparently excessive N uptake in both sets of cultures may be the release of organic nitrogen compounds.