The time and method of cone-bud differentiation and the phenology of cone-bud development were studied in 10- to 20-year-old trees growing outside their natural range and three 50-year-old trees growing within their natural range.Both pollen-cone and seed-cone buds of western larch (Larix occidentalis Nutt.) normally differentiated on short shoots that were at least 1 year old. Pollen-cone buds were commonly on proximal nonvigorous, often pendant vegetative long shoots in lower regions of the crown, whereas seed-cone buds were usually found on distal short shoots on vigorous but less pendant vegetative long shoots in upper regions of the crown.All potential cone buds were indistinguishable from potential vegetative short shoot buds during bud-scale initiation. In early June, when vegetative short shoots had begun to initiate leaves, cone-bud apices entered a period of differentiation during which time the mitotic frequency of the apices greatly increased followed by a marked increase in apical size. During differentiation, pollen-cone apices did not initiate any basal foliar organs and a short stalk resulted at the base of the cone, whereas seed-cone apices initiated a few basal foliar primordia before bract initiation began. Microsporophyll initiation began during the last half of June and initiation occurred rapidly until the end of July. Micros porangial development occurred from August to late October when fully developed pollen-cone buds became dormant. Pollen mother cells began meiosis before dormancy and overwintered at the diffuse stage. Bract initiation began about the end of June, was rapid until mid-August, then continued more slowly until seed-cone buds became dormant in late October. Ovuliferous scales were initiated acropetally from mid-August until dormancy. Cone-bud differentiation occurred at about the end of the period of vegetative lateral long shoot elongation at all locations.