Observations were made chiefly in the southern Sudan, particularly at Mvolo where human onchocerciasis is common. The country and climate are briefly described.Methods are described at some length.The distribution of S. damnosum and places where it is known to be abundant are shown on a map. It does not appear to exist at the Fola Rapids.Changes in certain organs were studied, chiefly in relation to the approximate estimation of age and (particularly in the case of the mid-gut and peritrophic membrane) to the movements of microfilariae. Recently emerged flies can frequently be readily detected by the clarity of the halteres (in which glycogen has not yet been stored) and the presence of abundant fat body, and by less conspicuous features such as the absence of an old peritrophic membrane. The oesophageal diverticulum often contains plant sugars and particles of grit but never blood.The peritrophic membrane is formed at the time of a blood meal by the epithelium of the expanding part of the mid-gut. It is a laminated chitinous envelope completely surrounding the blood and remains unbroken for 24 hours or more. When very large numbers of microfilariae are ingested they appear to prevent the completion of the membrane so that blood quickly passes to the hind-gut.