Ultrastructure of the hemopoietic organ in the grasshopper, Euprepocnemis shirakii, was studied using light and electron microscopes. The hemopoietic organs located on the upper surface of the dorsal diaphragm between 1st and 8th segments were consisted of 3 kinds of cells; the reticular cells, stem cells and two types of granulocytes. The reticular cells had numerous cytoplasmic processes and forming a complex network. Characteristically, pinocytotic vesicles and rough endoplasmic reticulum were well developed in this cell. The stem cells give rise to differentiating hemocytes of the different cell lineages. Granulocytes within the hemopoietic organs were originated from the stern cells and differentiated into two types of hemocytes ; granulocyte( I ), granulocyte( II ).