Cytological and biochemical changes in recalcitrant Livistona chinensis embryos following the acquisition and loss of cryotolerance to liquid nitrogen during seed development were studied. The embryonic cells were always hydrated and contained fully functional organelles throughout seed development. However, the central cells in the root-epicotyl end of the embryo exhibited partial dedifferentiation during the middle developmental stages, although extensive reduction of mitochondria and vacuolation and intensive accumulation of starch grains, lipid, and protein bodies were not observed. Total soluble sugar content rose then decreased on a fresh weight and water weight basis, while soluble and heat-stable proteins increased in number and content then decreased, as seeds matured. These cytological and biochemical features differ from those of orthodox seeds, providing a physiological basis for the recalcitrant behavior of L. chinensis seeds. The changes were closely correlated with acquisition and loss of cryotolerance in L. chinensis embryos and are presumed to contribute to cryotolerance, which would account for the cryotolerance variation in L. chinensis embryos. Cryotolerance is suggested to be a complex, multifaceted process, and accumulation of soluble sugars and soluble and heat-stable proteins alone is not enough to increase cryotolerance per se without acting in combination with a decrease of cellular metabolic activity.