The ultrastructural changes accompanying endosperm maturation in barley are described with particular reference to the developing amyloplast. Starch synthesis within the young amyloplast was initiated at a number of sites which later coalesced into a single granule. By 14 days after anthesis two populations of amyloplast, large and small, were seen. These were present throughout endosperm maturation. From results using UDP-(U14C)-glucose introduced to the endosperm from the flag leaf during ear photosynthesis, it is suggested that the small amyloplasts do not arise from the large amyloplasts but that they constitute a separate population.