A study of the C4 plant itchgrass (Rottboellia exaltata L.f.) grown under 100%, 60%, 25% and 2% sunlight revealed differences in the anatomy and cytology of the foliar mesophyll and vascular bundles associated with shading. In the bundle sheath, shading caused a reduction in thickness of the cell walls, shrinkage of plastids, rearrangement of plastid thylakoids, a reduction in starch deposits and vacuolization of the cytoplasm. In general, plastids and mitochondria retained membrane integrity but underwent stromal deterioration. Shading effects on cytoplasm were similar for mesophyll and bundle sheath cells. Mesophyll chloroplasts lost starch grains and the peripheral reticulum tended to decrease with greater shading. Grana were well developed at all irradiances, although the chloroplasts themselves decreased in size with shading. Movement of mesophyll chloroplasts away from bundle sheath-mesophyll borders was pronounced at 60% sunlight and was progressively greater at the two lower irradiances. These observations suggest that the structural relationships thought to be necessary for the intercellular transfer of C4 acids and the functioning of the C4 photosynthetic pathway were disrupted by shading.