The purpose of this research was to investigate effects of Astragali Radix(AR) and Armeniacae Semen(AS) on T-lymphocytes and peritoneal macrophages in mice. The proliferation of thymocytes and splenocytes were teated using macroplate-reader. The apoptosis and sub-population of T-lymphocytes were tested using a flow cytometer. Nitric oxide production was tested using a Griess reagents. The result were obtained as follow; 1. AR increased the proliferation of thymocytes and splenocytes. 2. AS decreased the proliferation of thymocytes and splenocytes. 3. AR and AS decreased No production fron peritoneal macrophages 4. AR and AS were accelerate T-lymphocytes apoptosis. 5. AR and AS increased $T_C$ cells population, but decreased $T_H$ cells population of T-lymphocyte.