A series of new chromophores, styryl-parent end-capped with various donors, and with barbituric acid, methyl-pyridinium, and methyl-quinolinium as the acceptors, has been synthesized and characterized by element analysis or X-ray diffraction. Using the Z-scan system, their two-photon absorption (TPA) cross-section values (delta) have been determined under excitation with 10 Hz, and 1064 nm, 35 ps mode-locked Nd:YAG laser pulse in DMF with d(o)= 0.05 M. The effective delta value is as high as 10.9 x 10(48) cm(4) s per photon for trans-4-(4'-N,N-diphenyl amino) styryl-N-methyl quinolinium iodide (DPASQI). The delta value increases from barbituric acid- to pyridinium- to quinolinium-derivatives apparently due to the increase in both the conjugated degree and planarity; however, when the acceptor is fixed, the delta value increases from dialkyl amino groups to diphenyl amino groups even though the latter is a weaker donor than the dialkyl amino groups. Theoretical calculations confirm that the increased distortion from planarity for the barbituric acid derivative makes its delta value decrease. The relatively large delta value for quinolinium- or pyridinium-derivatives originates from larger intramolecular charge transfer, which can be characterized by the difference of dipole moment (Delta mu (ge)) between the S-0 and S-1, and the transition dipole moment (M-ee') between S-1 and S-2.