Cambial derivatives of Acer rubrum have been examined at stages of their differentiation following fixation in 3% or 6% glutaraldehyde with a post fixation in osmium tetroxide. At early stages of development numerous free ribosomes are present in the cytoplasm, and elements of the endoplasmic reticulum tend to align themselves parallel to the cell surfaces. The plasma membrane is closely applied to the cell walls. During differentiation a complex system of cytoplasmic microtubules develops in the peripheral cytoplasm. These microtubules are oriented, mirroring the orientation of the most recently deposited microfibrils of the cell wall. The microtubules form a steep helix in the peripheral cytoplasm at the time of deposition of the middle layer of the secondary wall. During differentiation the free ribosomes disappear from the cytoplasm and numerous elements of rough endoplasmic reticulum with associated polyribosomes become more evident. In many cases the endoplasmic reticulum is associated with the cell surface. During the later stages of differentiation there are numerous inclusions between the cell wall and the plasma membrane.