In treated waters which are chloraminated and/or have naturally higher concentrations of nitrogen species, inorganic nitrogen may be used as a major energy source for autotrophic or chemolithotrophic growth in the extremities of the distribution system. However, for locations having longer retention times and favoring heterotrophic bacteria, soluble microbial products (SMP) may significantly contribute to biofilm activity. The purpose of this study was to investigate the formation of organic compounds as a result of microbial growth which may in turn act as a potential nutrient source for bacterial growth in distribution systems. The effects chlorine and the composition of the influent biodegradable organic matter (BOM) have on bacterial growth and SMP formation were also evaluated. The extent to which SMPs may influence the formation of unwanted organohalides was also examined.