The ultrastructural changes that occur in the cells of the hypodermis, fat body, Malpighian tubule, midgut, ventral abdominal ganglion, and muscle during mycoses in three species of elaterid larvae infected with Metarrhizium anisopliae are described. The fungus penetrated all the above tissues before host death in most of the larvae examined. In some infected larvae, however, particularly in the smaller individuals or species, only the hypodermal and fat tissues were penetrated before death. Changes in fine structure appear in all the tissues soon after the fungus enters the hemocoel, even when no fungal growths are present near the host cells. In general, there is initially an increase in the number of lysosomes and of endoplasmic reticulum and ribosomes, followed by a vesiculation of the endoplasmic reticulum and of the cristae of the mitochondria and a progressive vacuolation of the cytoplasm. In some tissues the mitochondria increase in number before vesiculation. Glycogen granules and lipid and oil inclusions disappear rapidly during mycosis. Clear, membrane-limited vacuoles become particularly abundant in the Malpighian tubules and the midgut, suggesting increased secretion of fluids into their lumens. At or soon after death, the lysosomes disappear and all the membranous structures of the cells are disrupted, and laminated or whorled bodies of thickened membranes become numerous. Disintegration of all tissues, including muscle and nerve, was extensive in some larvae that were still capable of some sluggish movement before fixation for the study. It is suggested that the fungus incites lysosome production by the host tissues along with the other initial changes observed, and that final disintegration of the host tissues is by a process of autohistolysis.