Somatic in vitro embryos were obtained from calli derived from hypocotyl tissue of 3 day old cotton (Gossypium hirsutum) seedlings. In ovulo embryos were taken from green house grown plants of the same variety. Scanning electron microscopy was used to observe the states of development in the in vitro embryos and to compare these to in ovule embryos. All major stages of development, from globular to fully mature, were observed in the in vitro embryos. The only gross morphological differences between the in vitro and in ovule embryos appeared to be due to the space limitations placed on the embryos during development: (1) in vivo embryos are isolated by the ovule, whereas in tissue culture several embryos may develop adjacent to one another; (2) because the in vitro cotyledons are not restricted by the ovule, they did not undergo the extensive folding that was seen in ovule cotyledons; and (3) the globular stage of in vitro was often much larger than that of in ovule. We detected no differences in the general shape, appearance, epidermal surfaces or the degree of differentiation of embryos at the same stage of development taken from two sources. Supported by Cotton Incorporated and the Plant Stress Institute and the Water Resources Center at Texas Tech University.