The ultrastructure of the peritrophic membrane of the female sandfly Phlebotomus papatasi has been studied at various times after blood meals. The membrane begins to form within four hours of the blood meal with the secretion by the entire midgut epithelium of an electron-dense amorphous material. Subsequently, the membrane is stabilized and strengthened by the production of a layer of irregular chitinous microfibres, the whole membrane then forming a complete and resilient sac apparently unaffected by boiling 9 M potassium hydroxide. The membrane appears redundant 48 hours after the blood meal and fragments, possibly as a result of chitinase activity. The membrane's main functions are probably the prevention of clogging of the microvillous brush border by the blood meal and the confinement of large proteins, particularly serum trypsin inhibitors, to the endoperitrophic space while allowing sandfly proteases access to the blood meal periphery. Blood is not required to stimulate membrane production. Saline taken by blood feeding into the midgut also stimulates membrane formation. Phlebotomus papatasi females may lack an efficient anticoagulant, at least in the midgut, as blood meals frequently include fibrin clots.