The size of mouthparts and their constituent organelles was studied in cells of Dileptus anser , enlarged by overfeeding. The oral structures of large cells were either of normal dimensions and appearance, or they were enlarged and deformed in shape. The increase in size of mouthparts was accompanied by an increase in number of their microtubular organelles. There was, however, no net increase in size of the organelles, as defined by length and number of micro tubules they contained. It is concluded that there exists an upward regulation in the size of the mouthparts as a whole, whilst the size of their constituent organelles is probably not so regulated. It is supposed that the patterning of normal-size organelles into large oral structure may lead to the observed deformations in the shape of the mouthparts.