The freezing-tolerant gall fly larva, Eurosta solidaginis, provides an excellent model system for the study of metabolic adaptation and metabolic control for lowtemperature survival during overwintering. Low-temperature acclimation of the larvae results in dramatic alterations in metabolic flux producing a sequential synthesis of two cryoprotectants, glycerol at warmer temperatures followed by sorbitol when larvae are exposed to 5 °C. Regulation of metabolism in the larvae appears to exploit temperature change, temperature effects on enzyme kinetics, and temperature/modulator interactions with enzymes producing the alterations in metabolic flux leading to differential polyol synthesis. For instance, temperature/modulator effects on phosphofructokinase appear to be the major factor halting carbon flow into glycerol synthesis at low temperatures and diverting flux instead into the pathway of sorbitol synthesis. Alterations in the cellular content of bound water and the metabolic pools of free versus bound soluble metabolites may also have important regulatory consequences for low-temperature metabolism. Bound water content of the larvae increases with low-temperature acclimation and is attributable to changes in water binding by both low-molecular-weight (polyols) and highmolecular-weight (proteins, glycogen) subcellular components. A restrictive effect of high bound water content may be one factor causing the strong depression of metabolic activity seen in the larvae as a result of extracellular freezing. In addition, bound water may have a more subtle effect in determining the relative pool sizes of bound versus free metabolites in the cell. 31P-NMR studies of whole larvae show that the content of free phosphorylated intermediates in the cell diminishes with decreasing temperatures despite a measured constancy in the total pool size of these intermediates. An increase in the content of bound metabolites with low temperature may restrict metabolism by limiting the availability of substrates and effectors of enzyme reactions.