Anticarsia gemmatalis is a lepidopteran insect susceptible to A. gemmatalis nucleopolyhedrovirus (AgNPV), which is being used in a large scale, in Brazil, as a biological control agent against this serious soybean pest. Baculovirus usually infects its insect host through the midgut epithelium. In the midgut, it replicates in the nuclei of epithelial cells, producing progeny virus and establishing systemic infection. The AgNPV infection of A. gemmatalis midgut was studied using light and electron microscopy. It was observed that AgNPV enters the midgut mainly through columnar cells. Although the virus was not found in the nuclei of columnar cells until late on infection, it is believed that these cells are the primary sites of infection and replication. This fact can be explained by the continuous regeneration of the midgut epithelium. Besides, the infection may be occurring in isolated cells, making it more difficult to be visualized by electron microscopy. At 48 h post infection, hemocytes and tracheoblasts are infected and polyhedra are formed later in these cells, which are the secondary sites of infection.