Apolipophorin-III (apoLp-III) is a hemolymph protein whose function is to facilitate lipid transport in an aqueous medium. Recently, apoLp-III in Galleria mellonella larvae was shown to play an unexpected role in insect immune activation. We identified the cDNA sequence of Hyphantria cunea apoLp-III by oligonucleotide-primed amplification, and 5'- and 3'-RACE PCR. Since H. cunea has an unusually low level of apoLp-III in the hemolymph, a recombinant apoLp-III was overexpressed using a baculovirus expression system to investigate its biological activity. Recombinant apoLp-III and/or Escherichia coli were injected into the hemocoel of last instar larvae, and the expression of antimicrobial peptide from fat body was determined by Northern blot. Injection of apoLp-III as well as E. coli induced slight up-regulation of its transcription rate in fat body, whereas the expression of antimicrobial peptide was dramatically induced by the injection of apoLp-III and E. coli. H. cunea hemocytes had apoLp-III in the granules and expressed its transcript, albeit at a much lower level than in the fat body. Upon bacterial injection, a subpopulation of hemocytes showed degranulation and degradation. Local discharge of apoLp-III from hemocytes caused by the injection of E. coli might be related to the immune response through an unknown mechanism.