Fine structures of the testis and vas deferens in the fall-web worm, Hyphantria cunea Drury, are studied with electron microscope. Adult worms have single testis close to the midlines of the abdomen. Testis is composed of 4 follicles which are incompletly separated from each other and bounded together by a peritoneal sheath. The peritoneal sheath consisted of outer cuticular layer and two kinds of inner layers, in which glycogen particles are dispersed commonly. These two layers are divided by the morphology of cytoplasmic granules. Follicular epithelium forming the wall of the follicles have melanin pigment granules, and trachea or tracheoles are extended through this epithelium. In the cysts of adult testis, matured spermatozoa are grouped together in bundles and after releasing the sperm bundles to the vas deferens, lamellar shaped lysosomes appeared in the cytoplasms of the cyst cells. The number of spermatozoa per cyst is exactly 256 ($2^8$), this number is characteristics of the Lepidoperan species. Vas deferens is a tube with a fairly thick bounding epithelium, a basement membrane and a layer of circular muscle outside it. At the apical portion of the epithelial cells, microvilli are well developed. And in the cytoplasms of these cells, numerous excretory granules are observed.