OBJECTIVE：To investigate the protective effect an d possible m echanism of Shenqi zhilong decoction （SZD） combined with Tripterygium polyglycoside tablets （TPT）on membranous nephropathy （MN）model rats. METHODS ：MN rat model was established by subcutaneous and caudal vein injecting cationic bovine serum albumin + incomplete Freund adjuvant emulsion for 6 weeks. At the 3rd week of modeling ，model rats were randomly divided into model control group ，SZD low-dose and high-dose groups （4，8 g/kg，by total crude drugs ），TPT group （9 mg/kg），low-dose and high-dose of SZD+TPT groups （same dose as single group ），with 10 rats in each group according to 24 h UTP and weight. Another 10 rats withoutmodeling were taken as blank control group. Blank control group was given equal amount of water intragastrically administration groups were given relevant medicine intragastrically，once a day ，for consecutive 4 weeks. The 24 h UTP of rats were detected one day before the last administration；1 h after the la st administration ，blood routine 中indexes（WBC，RBC，PLT），liver func tion indexes （TP，ALB，AST，ALT），blood lipid indexes （TC，TG，HDL-C，LDL-C）， the contents of glucose （GLU），urea nitrogen （BUN）and serum creatinine （Scr）were detected in each group. Uranyl acetate-lead citrate staining was used to observe ultrastructural changes of renal tissue. Immunohistochemical method was used to detect the protein expression of TGF-β1 and HPA- 1 in renal tissue. RESULTS ：Compared with blank control group ，in the model control group，the glomerular podocytes were widely fused or disappeared ，microvilli were formed ，basement membrane was heavily thickened，a large number of electron dense substance was deposited under the epithelium ，TGF-β1 and HPA- 1 positive cells were significantly increased ；24 h UTP ，PLT，the contents of TC ，TG and HDL-C ，the percentage of TGF-β1 and HPA- 1 positive cells were increased significantly ，while RBC ，the contents of TP and ALB were decreased significantly （P＜0.05 or P＜0.01）. Compared with model control group ，above ultrastructural changes of administration groups were improved to different extents ，and TGF-β1 and HPA- 1 positive cells were decreased. The 24 h UTP ，the percentage of TGF-β1 positive cells （except for SZD low-dose group），WBC（except for SZD alone groups and combination groups ），PLT and TC content （except for TPT group ），TG content （except for SZD low-dose alone and its combination group ），the percentage of HPA- 1 positive cells were decreased significantly ； the percentage of TGF-β1 positive cells in SZD high-dose+TPT group as well as the percentage of HPA- 1 positive cells in SZD+TPT groups were significantly lower than TPT group. RBC and GLU content （except for SZD low-dose group and TPT group ），TP and ALB content （except for SZD low-dose group ）were increased significantly ，while the content of GLU in SZD high-dose+TPT group was significantly higher than TPT tablets group （P＜0.05 or P＜0.01）. CONCLUSIONS ：SZD combined with TPT can relieve myelosuppression caused by TPT ，reduce proteinuria of MN model rats and improve pathological damage of renal tissue in rats. Its mechanism is related to the down-regulation of protein expression of TGF-β1 and HPA- 1，and the reduction of TC and TG content in the blood.