The palisade cells of two cotton (Gossypium hirsutum L.) strains having extreme phenotypic expressions of leaf turgidity when grown under water deficit conditions were subjected to stereological analysis. In the nonwilting T25, the mean volume densities for chloroplast starch granules and mitochondria were significantly reduced whereas chloroplast lipid bodies were significantly increased. In contrast, the wilting T169 exhibited reductions in mean volume densities for total cytoplasm, chloroplasts, starch granules and chloroplast lipid bodies and an increased volume density for the central vacuole. In addition, the central vacuole of many palisade cells contained phenolic materials. Cell volume was not altered by stress in T25, but was significantly reduced (P< 0.01) in T169. The number of palisade cells per leaf was significantly reduced in both T25 (P< 0.05) and T169 (P< 0.001). Supported by Cotton Incorporated and the Plant Stress Institute and the Water Resources Center at Texas Tech University.