Xenorhabdus nematophila HB310, which is highly virulent for many insects, is symbiotic with Steinernema carpocapsae HB310. Toxin Ⅱ was obtained using methods such as salting out and native-PAGE from the cells of X. Nematophila HB310. The histopathology of toxin Ⅱ on H. Armigera larvae was studied by dissecting an olefin slice of the midgut. The symptoms showed that the histopathology of the H. Armigera midgut was similar to that of other novel midgut-active toxins such as the δ-endotoxins from Bacillus thuringiensis, as well as Tca from Photorhabdus luminescens W14. The midgut tissues of H. Armigera fourth-instar larvae began to transform after the oral intake of the toxin Ⅱ over 6 h. First, the anterior region of the peritrophic membrane (PM) began to degrade followed by the elongation of the columnar cells.The epithelium decomposed gradually, and the midgut tissues were either loose or disordered. The PM disappeared after 12 h but reappeared after 72 h following transient or sublethal exposure to the toxin Ⅱ. Toxin Ⅱ also directly destroyed in vitro PMs of H. Armigera.