1. Lysozyme is absent from tissues other than the midgut in the drug-feeding larvae of Musca domestica (Diptera, Cyclorrhapha, Muscidae) and in the fruit-feeding larvae of Anastrepha fraterculus (Diptera, Cyclorrhapha, Tephritidae), whereas in the detritus-feeding larvae of Trichosia pubescens (Diptera, Nematocera, Sciaridae) lysozyme is only found in the hemolymph and in the fat body. 2. A. fraterculus larvae have a midgut region with a luminal pH of 3.4, and display a pepstatin-inhibited acid proteolytic activity which has a spec. act. (7.2 U/mg protein) similar to that of M. domestica. 3. The midgut lysozyme from M. domestica and A. fraterculus is more active (high ionic strength) at pH 3.5 than at pH 6.0, the contrary being true for a midgut chitinase. 4. The results suggest that the adaptations to digest bacteria in insects are similar to those in vertebrate foregut fermenters, and that these characteristics were probably present in the Cyclorrhapha ancestor, but not in the Diptera ancestor.