Transmission electron micrographs of the pea aphid midgut revealed that its anterior region has cells with an apical complex network of lamellae (apical lamellae) instead of the usual regularly-arranged microvilli. These apical lamellae are linked to one another by trabeculae. Modified perimicrovillar membranes (MPM) are associated with the lamellae and project into the lumen. Trabeculae and MPM become less conspicuous along the midgut. The most active A. pisum digestive enzymes are membrane-bound. An aminopeptidase (APN) is described elsewhere. An alpha-glucosidase (alpha-Glu) has a molecular mass of 72 kDa, pH optimum 6.0 and catalyzes in vitro transglycosylations in the presence of an excess of the substrate sucrose. There is a major cysteine proteinase activity (CP) on protein substrates that has a molecular mass of 40 kDa, pH optimum 5.5, is inhibited by E-64 and chymostatin and is activated by EDTA+cysteine. The enzyme is more active against carbobenzoxy-Phe-Arg-4-methylcoumarin-7-amide (ZFRMCA) than against ZRRMCA. These features identify the purified CP as a cathepsin-L-like cysteine proteinase. Most CP is found in the anterior midgut, whereas alpha-Glu and APN predominate in the posterior midgut. With the aid of antibodies, alpha-Glu and CP were immunolocalized in cell vesicles and MPM, whereas APN was localized in vesicles, apical lamellae and MPM. The data suggest that the anterior midgut is structurally reinforced to resist osmotic pressures and that the transglycosylating alpha-Glu, together with CP and APN are bound to MPM, thus being both distributed over a large surface and prevented from excretion with honeydew. alpha-Glu frees glucose from sucrose without increasing the osmolarity, and CP and APN may process toxins or other proteins occasionally present in phloem.