The histopathological changes caused by Bacillus thuringiensis var. entomocidus HD-635 in the cotton bollworm, Heliothis armigera, have been investigated using electron microscopy. Death of the larvae due to infection was a gradual process involving a sequence of symptoms. Most of the histopathological changes that occurred on the fourth day after treatment with B. thuringiensis were mainly localized in the midgut, where the epithelium was greatly affected losing its integrity; the peritrophic membrane and microvilli were degenerated; and the musculosa was also affected. Other associated effects were observed in the integument, nerve ganglion, fat body cells, tracheoles and Malpighian tubules. In the integument, the exo- and endocuticles were clumped with an obvious separation from each other. An obvious degeneration of the nerve cells surrounding the second abdominal nerve ganglion as well as the neurilemma of the nerve fibres occurred. Vacuolization of the fat body cells, degeneration of their nuclei and destruction of the membraneous sheath surrounding these cells occurred. Tracheoles showed excessive cellular hypertrophy with disintegration of its mitochondria. The Malpighian tubules showed a reduction in their lumen, with nuclei degeneration and nuclear chromatin clumping. Uric acid crystals were released in the lumen of the tubules and a rupture was observed in some parts of the microvilli. A rapid phagocytosis occurred in the haemocytes. The plasmatocytes and granular haemocytes phagocytosed the bacteria. The counts of haemocytes were at a minimum and bacterial numbers at a maximum on the fourth day after feeding the larvae on B. thuringiensis-contaminated diet.