During dehydration, numerous metabolites accumulate in vegetative desiccation-tolerant tissues. This is thought to be important in mechanically stabilizing the cells and membranes in the desiccated state. Non-aqueous fractionation of desiccated leaf tissues of the resurrection grass Eragrostis nindensis (Ficalho and Hiern) provided an insight into the subcellular localization of the metabolites (because of the assumptions necessary in the calculations the data must be treated with some caution). During dehydration of the desiccant-tolerant leaves, abundant small vacuoles are formed in the bundle sheath cells, while cell wall folding occurs in the thin-walled mesophyll and epidermal cells, leading to a considerable reduction in the cross-sectional area of these cells. During dehydration, proline, protein, and sucrose accumulate in similar proportions in the small vacuoles in the bundle sheath cells. In the mesophyll cells high amounts of sucrose accumulate in the cytoplasm, with proline and proteins being present in both the cytoplasm and the large central vacuole. In addition to the replacement of water by compatible solutes, high permeability of membranes to water may be critical to reduce the mechanical strain associated with the influx of water on rehydration. The immunolocalization of a possible TIP 3;1 to the small vacuoles in the bundle sheath cells may be important in both increased water permeability as well as in the mobilization of solutes from the small vacuoles on rehydration. This is the first report of a possible TIP 3;1 in vegetative tissues (previously only reported in orthodox seeds).