Light exposure caused massive areas of callus to develop from primary roots of aseptically culturedDiöon eduleseedlings. Callus initiation and continued growth was due to cortical cell hypertrophy and subsequent periclinal cell division. Callus initiation occurred in the subdermal cortex and developed radially and centripetally from the locus of initiation. Callus formation encompassed virtually all of the cortex, but did not incorporate any of the vascular tissues. With very large calluses, sectors of internal periderm arose between the developing callus and the remaining quiescent cells of the inner cortex. Most of the callus cells were typical, vacuolate parenchyma with cellulose walls, and large, multilobed amyloplasts. Callus also contained idioblasts with globular deposits of polyphenols. Adjacent cortical cells were typical parenchyma with peripheral cytoplasm, but contained small plastids with little starch accumulation.