Bacterial challenge induced a significant increase in the total hemocyte population within 4 h in the beet armyworm, Spodoptera exigua. Octopamine and 5-hydroxytryptamine (5-HT) are known to play critical roles in mediating insect immune responses. This study analyzed the effects of both biogenic monoamines on mediating up-regulation of circulating hemocyte population in response to bacterial challenge. Injection of either octopamine or 5-HT induced a significant increase in the total hemocyte count in the hemolymph without any bacterial challenge. On the other hand, the monoamine antagonists, phentolamine (an octopamine antagonist) and ketanserin (a 5-HT antagonist) each suppressed the increase of the circulating hemocyte counts in response to bacterial challenge. This rapid change of circulating hemocyte population did not appear to be the result of de novo hemocyte production from the hematopoietic organ because a physical block (“ligation”) of hemolymph circulation between thorax and abdomen did not inhibit the increase of hemocyte counts in the isolated abdomen in response to bacterial challenge. The effects of the two monoamines on hemocyte numbers were not dependent on the mediatory effects of eicosanoids, because dexamethasone, an eicosanoid biosynthesis inhibitor, had no effect on the hemocyte recruitment induced by the monoamines. On the other hand, an adenylate cyclase inhibitor, NKY80, significantly impaired hemocyte mobilization in response to bacterial challenge, implying involvement of cyclic AMP in the control of hemocyte numbers. Also, a Rac1 inhibitor, NSC23766, significantly antagonized the effects of monoamines in increasing circulating hemocyte numbers. Rac1 activity was necessary to form F-actins in the hemocytes of S. exigua, where its activity showed a quantitative correlation with hemocyte-spreading behavior. This study suggests that octopamine and 5-HT mediate a rapid increase of circulating hemocyte population in response to bacterial challenge via Rac1 signal in S. exigua.