This is the publisher's version, also available electronically from http://www.jstor.org.Sun and shade leaves of Quercus velutina Lam. were evaluated with respect to differences in gross anatomy, morphology, and cuticle (cuticular membrane (CM|) ultrastructure and micromorphology. Sun leaves are smaller, with more deeply lobed margins, and have more stomata, thicker mesophylls, and thicker CMs when compared with shade leaves. Cuticular membranes are thicker on both the adaxial and abaxial surfaces of sun leaves as a result of deposition of more cuticular components and scaly epicuticular wax. Both the adaxial and abaxial epidermises have the same basic fine structure in sun and shade leaves with respect to the outer periclinal cell wall and overlying CM. The cell wall is lamellate and the CM is composed of a two-zoned, reticulate cuticular layer and an amorphous cuticle proper. The outer periclinal wall and associated CM of the adaxial epidermis is thicker than that of the abaxial epidermis with both epidermal layers thicker in sun leaves compared with shade leaves. Difference in thickness of both epidermal layers, between sun and shade leaves, can be attributed to an increase in the inner reticulate region of the CM of sun leaves. Cells of the abaxial epidermis have ultrastructurally different CMs. Nonstomatal epidermal cells have a distinct amorphous cuticle proper whereas subsidiary cells have reticulations that traverse most of the outer CM. Guard cells have radially aligned reticulations through the entire outer CM and, therefore, lack an amorphous cuticle proper. Moreover, an internal CM, which is only sparsely reticulate, lines substomatal chambers. The internal CM of sun leaves is thicker and extends considerably deeper into substomatal chambers