Oligoarray analysis was used to determine the number and nature of genes expressed in third instar Drosophila melanogaster larval midguts. The majority of transcripts were associated with protein synthesis and metabolism. Serine proteases were the main proteolytic enzymes detected. Some 40% of the cytochrome P450 genes and 74% of the glutathione S transferases (GSTs) in the genome of D. melanogaster were observed to be expressed in the midgut by oligoarray analysis. We also identified potential transcription factor binding motifs (TFBMs) of P450s, GSTs and carboxylesterases. Many of the midgut-expressed GST genes contained candidate TFBMs homologous to TFBMs in mammals that have been associated with responses to oxidative stress. We also investigated the response of GSTs in the midgut to dietary H2O2, which showed a dosage-based differential response.