Abstract Cytological development in the fat body of adult female Locusta migratoria, related to vitellogenin synthesis, has been studied by light and electron microscopy. In the newly-emerged adult, the cells are filled with lipid droplets, which indent the nucleus, and with fields of glycogen, while ribosomes and endoplasmic reticulum are scarce. Correlated with the onset of vitellogenin synthesis, about day 8 of adult life, the nucleus enlarges, lipid droplets and glycogen decrease, and rough endoplasmic reticulum and Golgi complexes become the most abundant organelles. These changes reflect a conversion of the principal role of the fat body from nutrient storage to the synthesis and secretion of protein. They are prevented by allatectomy, and restored by subsequent treatment with the juvenile hormone analogue, ZR-515. Late in the first gonotrophic cycle, about day 20, dense bodies, vesicle-containing bodies and lysosomes are seen, indicating recycling of cellular materials. Five days after ZR-515 treatment, when protein synthesis has declined, the rough endoplasmic reticulum appears in arrays adjacent to lipid droplets, possibly awaiting reactivation. By the use of ferritin-labelled antivitellin immunoglobulin, vitellogenin has been localized intracellularly in the RER saccules and Golgi vesicles, and extracellularly in channels between the folded plasma membranes, showing sites of accumulation and secretion of this protein.