The fat body of the Lepidopteran, Calpodes ethlius, undergoes major functional changes during larval-adult metamorphosis. These changes occur in conjunction with extensive cell remodeling - a process whereby one population of cellular organelles is destroyed and replaced by another during development. Fat body organelles including mitochondria, microbodies, and RER are destroyed on a massive scale shortly before pupation (Locke and Collins, 1965; Locke and McMahon, 1971) a new populations of each are regenerated shortly after emergence of the adult. In addition, protein, lipid and RNA reserves formed shortly before pupation and multivesicular bodies formed shortly before emergence are secreted into the haemocoel during the first few days of adult life. Electron microscopic studies using tracer techniques, cytochemical and enzyme localization procedures, and sterological analyses have been undertaken to determine the time course and mechanism of organelle regeneration and the fate of reserves stored in the fat body.