Changes in the anatomy and cytology of apple embryos isolated from seeds during after-ripening (3-month stratification at +4°C)were investigated. Structural changes differed in cotyledons and embryo axes. In cotyledons they were limited to stepwise differentiation of the vascular tissue, whereas the structural alterations in axes were related to starch accumulation. A general increase of starch up to the end of after-ripening was noted after a temporary decrease during the first 10 days of stratification. Accumulation of starch during the third month of after-ripening was restricted to the limit zone between the radicle and hypocotyl. Starch accumulation (followed by degradation) was localized in a zone corresponding to that in which cell elongation begins. The structural changes were correlated with the metabolic changes known to occur during the after-ripening of apple seed.