Spotted spurge (Euphorbia maculata L.) and prostrate spurge (E. supina Raf.), both in subgenus Chamesyce, were examined by light and electron microscopy using a caffeine - fixation technique to sequester the phenolic pools intercellularly. Both species have typical dicotyledon-type Kranz anatomy. Sequestered phenolic pools were located in vacuoles in epidermal and mesophyll cells. Only in spotted spurge, however, were additional phenolic pools formed in bundle - sheath cells. This study was undertaken because allelopathy has been demonstrated in prostrate spurge and because phenolic compounds have been implicated in allelopathy. These results would indicate that spotted spurge should also be allelopathic.