Abstract: The paper deals with the motility and ultrastructure of ram spermatozoa treated with carnosine and gossypol under optical microscope and electron microscope.The results are as follows:1) Carnosine helped significantly the motility of ram spermatozoa and increased obviously the number of sperm with straight movement.2) Gossypol inhibited strongly the motility of ram spermatozoa and changed the movement manners of them.3) Carnosine could relief the harmful effects of gossypol on ram spermatozoa which had been treated by mixing carnosine with gossypol.The effects of carnosine on the motility of sperm were closely correlative to the time and sequence adding carnosine and gossypol.4) Carnosine hadnt any harmful effects to the ultrastructure of ram spermatozoa.However,gossypol could cause the serious injury of ram spermatozoa and organic membrane system,collapse of axoneme and confusion of mitochondria helixes.