The spermatogenesis and chromosome number were investigated in the pupal testes of Helicouerpa assulta Guenee by light microscopy. During the spermatogenesis, each bundle of P8(256) sperms developed by 6 mitotic and 2 meiotic spermatogonial divisions. From the early stage of spermatogenesis, it was distinguishable between two kinds of sperm differentiation, eupyrene and apyrene spermatogenesis, which are characteristic in Lepidoptera, by the differences in nuclear shape and cell distribution in immature spermatocyst. Through the followed spermiogenesis, the spermatocysts were developed into two kinds of mature cyst, a streamline-shaped eupyrene cyst with nucleated sperms of thready head or a long spindle-shaped apyrene cyst with anucleated sperms of cylindrical head. As the results off chromosomal analysis at metaphase of the spermatogonial mitosis and spermatocytic meiosis, the chromosome number were 2n=6a/n=31, respectively, and no variation between individuals.