SUMMARYTreatment with fat body extract (FBX) from pupae of the tobacco hornworm, Manduca sexta, caused mortality in larvae of two pest lepidopterans, the gypsy moth, Lymantria dispar, and the cotton leafworm, Spodoptera littoralis. In FBXtreated larvae, the feeding rate was depressed, causing reduced weight gain and then larval death. Their midgut showed formation of multicellular layers of midgut epidermis, indicating stem-cell hyperplasia. Hence, the integument of FBXtreated larvae had a double cuticle, indicating induction of premature molting. But radioimmunoassay measurements confirmed that the amount of ecdysteroids in FBX was too low to be responsible for the molt-inducing effects observed after treatment with FBX. With midgut stem cell cultures in vitro, addition of FBX to the culture medium stimulated cell proliferation and differentiation in a concentration-dependent manner. This effect was compared with those of insect molting hormones, ecdysone and 20-hydroxyecdysone; an ecdysteroid agonist, RH-2485; and a purified protein from FBX (multiplication factor). This article describes the mode of action of FBX and possible interplay between fat body factor(s) and insect hormones in the development and metamorphosis of the insect midgut.Key words: midgut stem cells; 20-hydroxyecdysone; metamorphosis; hyperplasia; Lymantria dispar; Spodoptera littoralis.In insects, growth and metamorphosis are governed largely by hormones and growth factors. When these bind to their specific receptors, changes such as cell division, differentiation, tissue repair, chemotaxis, cell death, and other processes are regulated (Hogan et al., 1994;Slack, 2000). Insect molting hormones, the ecdysteroids, induce metamorphosis in vivo and in vitro (Oberlander and Fulco, 1967; Akai, 1976; Riddiford, 1985;Smagghe et al., 1996), and insect growth factors also regulate insect development (reviewed by Loeb et al., 1999;Homma et al., 2001). The physiologically active molting hormone in most insects is 20-hydroxyecdysone (20E). However, products of fat body tissue also play a role in insect development. Oberlander and Tomblin (1972) and Benson et al. (1974) reported that a fat body component stimulated the development of lepidopteran imaginal disks cultured in medium containing 20E and fat body. Loeb and Hakim (1991) and Loeb (1994) reported that an aqueous extract of isolated fat body (FBX) from abdomens of newly ecdysed pupae of the tobacco hornworm, Manduca sexta, played a role in the initiation of meiosis in cultured sperm of the boll worm, Heliothis virescens (Giebultowicz et al., 1987), promoted growth and development of the male genital tract in H. virescens and the gypsy moth, Lymantria dispar, in vitro (Loeb and Hakim, 1991), and induced mitosis in cultured midgut cells of M. sexta (Sadrud-din et al., 1994) and H. virescens (Loeb andHakim, 1996). FBX also increased the growth-stimulatory effect of 20E 1 To whom correspondence should be addressed at E-mail: guy. smagghe@rug.ac.be in vitro on imaginal wing disks of another lepidoptera...