Chill tolerance (time of survival at -5°C) increased in non-diapausing (reproducing) adults of Pyrrhocoris apterus after a gradual, 4-week-long decrease in ambient temperature from 25° to 0°C. The level of chill tolerance attained after cold-acclimation was considerably lower than that in similarly cold-acclimated diapausing adults. Some physiological changes accompanied the cold-acclimation, irrespective of developmental state (diapause vs. reproduction). They were: A decreased oxygen consumption, loss of body water, an increased haemolymph osmolality, an increased proportion of phosphatidylethanolamines vs. a decreased proportion of phosphatidylcholines in membrane phospholipids, and an increased proportion of linoleic vs. a decreased proportion of oleic acid in phosphatidylethanolamines. Such changes could contribute to the limited potential for cold-acclimation found in non-diapausing insects. Other physiological changes appeared to require the induction of diapause prior to cold-acclimation. They were: Down regulation of ice nucleators resulting in a lowering of the individual supercooling point, synthesis and accumulation of specific "winter" polyols, an increased proportion of palmitic acid in membrane phospholipids; and regulation of the concentrations of Na+ and K+ in the haemolymph. The potential contributions of these changes to the cold hardiness of P. apterus are discussed.