The portion of Cuscuta japonica haustorium which lies external to the host tissues, the upper haustorium, was investigated at the light- and electron-microscopic levels. The haustorium lightly contacted with the host was formed by the expansion of the epidermis and cortex of the stem at the contact side, and to have a group of meristematic cells within the haustorial cortex. When such a haustorium was closely contacted with the host, the meristematic region transformed into a primordial structure of the endophyte (endophyte primordium, EP) which may penetrate into the host tissues. EP consisted of the three kinds of cell group: dividing cells at the adaxial or proximal side; large, elongate cells (idioblasts) at the middle portion,; compressed cells at the abaxial or basal side. the idioblasts were characterized by the presence of large nucleus, dense cytoplasm, several small vacuoles, and abundant cell organelles including the multilamellar structures and cytosegresomes, and thus suggested to have a high metabolic activity. The features of the EP were discussed in relation to the possibility of the penetrating into host tissues.