Fresh weight (fw) food consumption by caterpillars of Anticarsia gemmatalis Htibner (Lepidoptera: Noctuidae) increased almost 2-fold as the nutrients in an artificial diet were increasingly diluted with water (diets contained 65, 79, 86 or 897o fw water). Nonetheless, dry weight (dw) relative consumption rate (RCR) declined with diet dilution. The efficiency at which the consumed food is digested and assimilated (approximate digestibility, AD) increased on the 3 diluted diets, and the efficiency at which digested food is converted to biomass (ECD) increased on the 79 and 86~o fw diets. As a consequence, dw gained and relative growth rate (RGR), which is the product of RCR x AD x ECD, on the 797o fw diet were similar to those on the 65 ~o fw diet, but they declined on the more diluted diets. Relative nitrogen consumption rate also declined with dietary dilution, but this was compensated by an increase in nitrogen utilization efficiency such that the product of these, relative nitrogen accumulation rate, was similar on all four diets. Insect lipid content declined from 327o on the undiluted diet to 137O dw on the most diluted diet, and was primarily responsible for the decline in RGR. The increases in fw consumption and AD, while not preventing a decline in RGR on the two most diluted diets, mitigated the impact of dietary dilution (e.g., without these increases, RGR on the most diluted diet would have been only 43 7O of that attained). These results indicate that the consumption and utilization of food are dynamic processes, and that caterpillars ofA. gemmatalis, like many other insects, exhibit compensatory responses to changes in dietary quality.