We examined the ultrastructure of eupyrene and apyrene spermatogenesis in the testis of Helicoverpa assulta (Lepidoptera: Noctuidae). The spermatogenesis was progressed near the fringe adjacent to the follicular layer of the testicular follicle, surrounding the apical cell concentrically. Eupyrene and apyrene were firstly distinguished at the telophase stage of the primary spermatocyte. Chromatin was evenly scattered in eupyrene nuclei, whereas it was lumped near the nuclear envelope in apyrene spermatogenesis. Then, the nucleus of eupyrene was transformed into two daughter nuclei by meiosis, while the nucleus of apyrene was divided into many micronuclei by irregular meiosis. After the meiosis was completed, a number of mitochondria in the cytoplasm of the early spermatids of the eupyrene and the apyrene were fused into one nebenkern. Also, as axial filament was formed due to the elongation of the spermatid, the nebenkern became splitted into mitochondrial derivatives. An acrosome precursor was present only in the eupyrene, attached to nuclear envelope.