Previously, a stable cell suspension culture of cucumber tolerant to cadmium (Cd) was established (Gzyl and Gwoźdź, Plant Cell Tissue Organ Cult 80:59–67, 2005). In this study, ultrastructures of Cd-tolerant and -sensitive cells were analyzed by transmission electron microscopy (TEM). Ultrastructural differences between cell lines exposed to 100 μM CdCl2 were observed both at cellular and organelle levels. Tolerant cells exposed to Cd exhibited well-preserved cellular structures in comparison with sensitive cells. Increased numbers of osmiophilic globules in the cytoplasm and nucleolus-associated bodies as well as electron dense material in vacuoles were observed in cadmium tolerant cells. In contrast, ultrastructure of sensitive cells following exposure to Cd exhibited distinct disturbances including vacuolation, disintegration of cytoplasm, and structural changes in both mitochondria and endoplasmic reticulum. TEM observations confirmed the adaptation of tolerant cells to Cd.