Summer and winter (July and January) samples of secondary phloem of Tilia americana were studied with the electron microscope. Parenchyma cells contain: nuclei, endoplasmic reticulum, ribosomes, plastids, mitochondria and occasional dictyosomea, Well-defined tonoplasts separate vacuoles from cytoplasmic ground substance. Vacuoles often contain tannins. Lipid droplets are common in cytoplasm. Endoplasmic reticulum-connected plasmodesmata are aggregated in primary pit fields. Companion cells differ from parenchyma cells in having numerous sieve-element connections, possibly slime, and in lacking plastids. Mature, enucleate sieve elements possess 1-4 extruded nucleoli. Numerous vesicles occupy a mostly parietal position in association with plasmalemma. The mature sieve element lacks endoplasmic reticulum, organelles (except for few mitochondria) and tonoplast. In OS04and glutaraldehyde-fixed elements, slime has a fine, fibrillar appearance. Normally, these fine fibrils are organized into coarser ones which form strands that traverse the cell and the plasmalemma-lined pores of sieve plates and lateral sieve areas.