The nonlinear frequency upconversion with the tight focused pump beam based on photon counting and Hadamard coding is presented to acquire low noise converted images. The pump beam is optimized by tight focusing to enhance its power density in nonlinear crystal. In order to reduce the distortion caused by the point spread function effect, the object is encoded by measurement matrices and the converted photons corresponding to each pattern is measured. Thus the converted image with sharp edges can be reconstructed by the measurements and the measurement matrices. The time-gated detection is applied to increase the signal-to-noise ratio(SNR) of the measurements. The experimental results show the peak of the dark noise is less than 0.34 photons/spatial/s element for an image with 64 × 64 pixels by taking into account 10 ms measurement time for each pattern. Compared with the converted image reconstructed by the measurements of the photomultiplier tube(PMT) directly, the peak signal to noise ratio (PSNR) of photon counting image increases about 30.91%.