The portion of Cuscuta japonica haustorium which lies internal to the host tissues, the endophyte, was examined at the ultrastructural level. The endophyte consisted of mainly small parenchymatous cells and large, slightly elongate cells at the tip. The tip cells were characterized by the presence of large and lobed nucleus, several small vacuoles, dense cytoplasm, abundant rough endoplasmic reticulum, dictyosomes, and mitochondria, and thus suggested to have a high metabolic activity. The shape, arrangement, and cytological characteristics of the parenchymatous and tip cells consisting the endophyte were very similar to those of the dividing cells and idioblasts, respectively, which appeared in the endophyte primordium of the upper haustorium. The tip cells with the thickened-apical wall were observed to grow intrusively through the host cell walls and to engulf the remnants of the degenerated host cells. In the former case intrusive growing cell was regarded to develop into the filamentous cell, the hypha. Plasmodesmata through the cell wall were not observed between host and parasite cells. Some host cells that in contact with the penetrating tip cells of the endophyte, showed the degenerating features such as a loss of cytoplasm, a beaded fashion of small vesicles, and deformation of chloroplasts.