Hairy roots have same or greater biosynthetic capacity for secondary metabolite production compare to their mother plants. Agrobacterium rhizogenes strain LB 510 has been known its ability to induce hairy roots of Talinum paniculatum from leaf explants. Cultivation of T. paniculatum hairy roots on MS medium in balloontype bubble bioreactor(BTBB) under various aeration rates and inoculum densities were investigated in this research. Hairy root cultures on various aeration rates 0,25; 0,5; and 0,75 vvm had same inoculums density (2.5 g/L) and cultivated for 28 days. Biomass and saponin content at the end day of cultivation increased and higher than control (culture had no aeration). Saponin content in this research were represented by wide of saponin spot/0,1 g dry weight sample. Maximum biomass 0,93 g (dry weight) and saponin content 1,37 cm2 /0,1 g were obtained by culture at aeration rate 0,25 vvm. At hairy root cultures on various inoculums densities1.25; 2.5; 3.75 dan 5 g/L had same aeration rate (0,25 vvm) shown increasing of biomass and saponin content. The maximum biomass (1,91 g) and saponin content was achievedat inoculums density 5 g/L. Culture at inoculums density 1.25 g/L had maximum growth rate (0,057 g/day) and the other had relatively same (0,021-0,023 g/day). This result indicates that inoculums density at 5 g/L and aeration rate at 2 vvm were the best condition than others for biomass and saponin content.