Changes in protein metabolism were studied in hemolymph and fat body on days 1, 3, 5 and 7 of the fifth-instar silkworm, Bombyx mori, exposed to lethal, sublethal doses and prevailing levels of fluoride in groundwater in Karnataka and Andhra Pradesh States of India. The total protein content indicated a depletion followed by a concomitant increase in accumulation of free amino acids. Concurrently, the activity of protease in both of the tissues was also increased. A steady enhancement in the activities of alanine aminotransferase and aspartate aminotransferase paralleled the elevation of glutamate dehydrogenase activity in the tissues studied. It is presumed, on the basis of these results, that the fluoride toxicity causes major changes in protein metabolism of the silkworms.