To explore the ultrastructure changes of underground - buds in Medicago archiducis - nicolai during over wintering. young leaf cells of underground buds in M. archiducis-nicolai was investigated by transmission elec- tron microscopy (TEM). The results showed that in order to adapt to cold environment. there were a series of changes in cell ultrastructure. The large volume vacuoles in the cell were decomposed into small vacuoles. which was constantly dissolved and phagocytized. The plastids changed from round and oval to horseshoe and amoeba. and the starch grains were decreased or even disappeared. The number of lipid droplet organelles increased. Due to the separa- tion of plasma wall in cells. plasmodesmata was disconnected and gradually blurred or even disappeared. In conclu- sion. the results suggest that the change of the organelle structure of young leaf cells of underground buds in M. archi- ducis-nicolai makes it enter the dormant state. which could help with the resist to the cold stress.