The distribution of endoplasmic reticulum (ER) was investigated in young guard cells of Vicia faba and Allium cepa in order to gain more information on the control of guard cell development. Young, living guard cells of V. faba fluoresce when exposed to 25-100 microM chlorotetracycline (CTC). Intense fluorescence is restricted to the cytoplasm between the nucleus and adjacent regions of the ventral and paradermal walls. Much of the fluorescence is fibrillar in appearance and seems to arise from endomembranes, but not from particulate organelles such as mitochondria and plastids. A similar fluorescence pattern is produced by the membrane probes oxytetracycline and N-phenyl-1-napthylamine. Procaine and dibucaine render the fluorescence highly prone to photobleaching. Fluorescence appears near the ventral wall during early stages of cell development but declines when the guard cells mature. Epidermal tissue of V. faba and A. cepa was examined in the electron microscope with the aid of osmium ferricyanide staining. ER appears to be concentrated in regions of the guard cell that exhibit intense CTC fluorescence, while no other organelles (e.g., mitochondria) are similarly distributed. Much of the ER consists of a tubular network in close proximity to the plasmalemma. Our results indicate that the ER becomes asymmetrically distributed in young guard cells adjacent to those regions of the cell wall that undergo extensive thickening during cell differentiation. Furthermore, these membranes appear to sequester divalent cations such as Ca2+.