Desiccation stress is well recognized as a major challenge for the Antarctic midge, Belgica antarcitca, but desiccation is also exploited by the midge as a strategy to enhance freeze tolerance. In this study, larvae of the midge were desiccated at 75% relative humidity (RH) for 12 h to obtain a body water loss of 32.2%. This midge can tolerate a loss of up to 70% of its body water. Proteins were extracted from the desiccated larvae and controls held at 100% RH, and fractionated into Tris–HCl soluable and urea-thiourea soluble fractions. Analysis of desiccation-responsive proteins was performed using 2-dimensional gel electrophoresis and nanoscale capillary LC/MS/MS. A total of 27 regulated proteins (13 Tris–HCl soluble and 14 urea-thiourea soluble) were identified: 18 were upregulated and 9 were downregulated upon desiccation. Twenty one of the proteins that were identified, including all of the urea-thiourea soluble proteins, were muscle proteins. These proteins had high identity to several different types of muscle proteins including 10 myosin heavy chains, myosin light chain, 3 tropomyosins, 6 actins and kettin. Several additional proteins were functionally involved with defense, protein fate, energy metabolism, and membrane transport. We conclude that the response to desiccation elicits the synthesis of a distinct pattern of muscle proteins that are likely to be involved in cytoskeleton rearrangements.