This study was initiated to follow the fine structural changes in protein and lipid body development in cortical cells of cotton radicles during embryogenesis of seeds grown in the field. The purpose of examining organelle development in radicles was for determining whether there is a parallel process of change in size or number of lipid and protein bodies and also what might be the origin of these two organelles. We have observed that protein bodies are derived from pre-existing vacuoles through a partitioning and budding process and through dilatations of RER with apparent loss of membrane-bound ribosomes along the dilated portion of the cisterna. Addition of nascent protein appears to be mediated through Golgi vesicles, some RFR and possibly, membrane-bound ribosomes along the cytoplasmic side of vacuoles. In addition, we have run a pilot test to determine whether arresting protein deposition through defoliation with paraquat would affect subsequent germination by altering the vigor of seeds.