Sequential observations of binding patterns and structural effects of Bacillus thuringiensis var. kurstaki were made on fat body tissue of the fall webworm, Hyphantria cunea Drury. Fat body was cultured in vitro in the presence of purified 62 kDa endotoxin and then examined for protein synthesis and the localization of membrane-bound toxin detected by an antibody against the 62 kDa endotoxin. Protein synthesis was mostly inhibited at concentrations of 15 ${mu}$g/ml and higher. Immunocytochemical observations suggest that the toxin binds to all exposed basal lamina surrounding the fat body without apparent specificity. The cytopathic effect delectable by scanning electron microscope is disintegration rather than cell swelling. The basal lamina bound toxin was eventually detached from the fat body and followed by an extrusion of cell contents like lipid granules.