This paper investigates the essence of the conception of ghost and spirit (gui-shen) of Neo-Confucianism centering on Chu Hsi’s sayings. Neo-Confucianism holds that the topic of ghost and spirit is not the most important but belongs to so-called “the second-order”. On the one hand, Neo-Confucianism refuses such ghost and spirit as the secular says. On the other hand, it believes there is the principle (li) of ghost and spirit. That is to say: Neo-Confucianism regards ghost and spirit as one kind of speculations (li) instead of a concrete thing (wu, shi). According to Neo-Confucianism, the topic of ghost and spirit should not be discussed from a view of existence. It is mainly meaningful to the ethical practice. These points just form the characteristics of the conception of ghost and spirit of Neo-Confucianism. As to the motive, such conception is held to differentiate the Buddhist and secular beliefs in the existence of ghost and spirit, and to emphasize Confucian stand.