Cotyledons and hypocotyls of Fraser fir [Abies fraseri (Pursh) Poir.] were excised from seeds treated with H2 O2 for 9 days and placed on bud induction medium containing 10 mg BA/liter and 0.01 mg NAA/liter or medium without growth regulators. Although adventitious buds did not develop, cotyledons exposed to growth regulators responded differently than cotyledons placed on medium lacking growth regulators. Cotyledons and hypocotyls responded similarly to growth regulators during the initial phase in culture, but cell divisions ceased in cotyledons, thus preventing meristemoid and subsequent bud development. After 3 days on medium containing growth regulators cell divisions were localized in epidermal and subjacent layers of hypocotyls, whereas similar cell divisions were' not observed in hypocotyls placed on medium without growth regulators. Cell clusters consisting of two to five cells (promeristemoids) were present after 7 days on hypocotyls placed on bud induction medium. In hypocotyls placed on medium without growth regulators, stomata continued to develop and cells within the cortex became vacuolated during the first 2 weeks in culture. All explants were transferred to secondary medium after 3 weeks. Cell clusters continued to enlarge into meristemoids on hypocotyls initially placed on bud induction medium. Gradually, meristemoids developed into buds and cataphylls were observed covering bud meristems. Chemical names used: N -(phenylmethyl)-1 H -purine-6-amine (BA), 1-naphthaleneacetic acid (NAA).