Pollen-cone and seed-cone buds of Picea sitchensis (Bong.) Carr. are found as either terminal or axillary buds. Pollen cones are most likely to develop from small axillary apices on vigorous distal shoots or small terminal apices on less vigorous, proximal shoots. Seed cones are most likely to develop from large, distal axillary apices on vigorous shoots or smaller terminal apices on less vigorous shoots. All apices became mitotically active late in March, passed through a 3.5-month period of bud-scale initiation, and in mid-July became differentiated as vegetative, pollen-cone, or seed-cone apices. Potentially pollen-cone apices were smaller, had a lower mitotic frequency during bud-scale initiation, and produced fewer bud scales than apices which developed into seed-cone or vegetative buds. During bud-scale initiation all apices had a few strands of cells containing phenolic compounds in the developing pith. At the time of bud differentiation, the pith of vegetative apices accumulated more phenolic compounds and non-phenolic ergastic materials, whereas the pith of reproductive apices did not. This was followed by a marked increase in mitotic frequency in reproductive apices, resulting in changes in apical size and shape. Leaf, bract, and microsporophyll initiation began about the end of July. All microsporophylls were initiated by the end of August. Sporogenous cells developed, but meiosis did not occur before the pollen cones became dormant at the end of October. Two-thirds of the bracts were initiated by the end of August. The remaining bracts were initiated more slowly until dormancy. Ovuliferous scales were initiated for 3 months beginning in September, and megaspore mother cells appeared but did not undergo meiosis before seed cones became dormant at the end of November. There was no difference in the time of vegetative, pollen-cone, and seed-cone bud differentiation, which occurred at the end of lateral shoot elongation.