The development of the spirally thickened xylem element from a cambium initial of sycamore Acer pseudoplatanus has been traced by means of electron microscopy. The narrow elongated cambial initial undergoes considerable expansion in all dimensions. The cytoplasm at this stage is distributed in a thin skin between the cell wall and a large vacuole. No correlation has been observed between the distribution of any organelle and the pattern of the eventual thickenings. After the sites of thickening deposition have become apparent, the most conspicuous feature of the cell is the proliferation of Golgi bodies and vesicles. It is suggested that the material of the developing thickenings stems from direct apposition of the material in the Golgi vesicles. After glutaraldehyde fixation, microtubules (200 to 220 A in diameter) are seen to be sited in specific relation to the thickenings, the orientation of the tubules mirroring that of the fibrils seen in the thickenings. Possible reasons for absence of an observable pattern in the expanded but relatively undifferentiated cell are given, and the possible roles of the Golgi apparatus and microtubules in the thickening production are discussed