1. A re-examination of the changes at metamorphosis of certain abdominal hypodermal muscles in Calliphora is described.

  2. Methods of preparation of insect hypodermal muscles for anatomical, histological and electron microscopical studies are outlined.

  3. The anatomical changes in the abdominal hypodermal muscles were traced from larval to adult instars. Two major phases of histolysis occur. Certain larval muscles transform to adult muscles.

  4. Histological changes have been followed with various light and electron microscopical techniques. The relative importance of haemocyte phagocytosis and autolysis are considered for different groups of muscles.

  5. Evidence indicating that free-floating myoblasts, almost certainly derived from abdominal histoblast tissues, can invade modified larval muscles is presented, and electron micrographs of the invasion process are given.

  6. Redifferentiation of imaginai muscles associated with myoblast nuclei is described.

  7. Experimental denervation did not affect muscle histolysis.

  8. The results are compared with those reported in the earlier literature. Certain similarities of metamorphic and early embryonic development are pointed out.

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