Cytological changes of cowpea root at the early stage of root nodule formation (within 5 days after inoculation) were viewed by light and electron microscopy. The root region affected by the rhizobial infection, which was composed of a radial array of cortical cells, had prominent cell divisions, mostly anticlinal in the inner cortical cells and in addition oblique and periclinal in the outer cells. An infected root hair cell (or root hair-producing epidermal cell). had numerous infection threads and degenerated cytoplasm. Nodule meristem was formed adjacent to the infected root hair cell, and characterized by dense cytoplasm, prominent nucleus, numerous small vacuoles, and increased plastids, containing infection threads as well. Bacterial cells were dividing inside the infection thread, the wall materials of which appeared to be dissolved and accumulated in small vacuoles. Inner cortical cells contiguous to the nodule meristem appeared to be actively dividing and dedifferentiating; however, they were not infected by the rhizobia. These structural characteristics are similar to those in the Bradyrhizobium-soybean association previously reported, and may reflect the similar cytological process in cowpea in the early nodule formation.