Cauliflory, flowering on older branches or trunks of woody plants, in Cercis canadensis was studied using light and scanning electron microscopy and macroscopic bud counts. A linear series of up to 10 floral buds are initiated in the axil of the foliage leaf before stem elongation is completed. These buds sequentially mature into first-order inflorescences over a 5-year period. Although an individual inflorescence flowers only once, second-order reproductive buds are formed in the axils of the basal bud scales of the inflorescence and can produce third-order reproductive buds. Buds and the bases of abscised inflorescences form wens, which are macroscopic swollen areas along the stem, corresponding to the original orthodistichous phyllotaxy. Branching of primary vascular tissue in a wen indicates a continuum of vascular connections between reproductive buds and the vascular traces to the inflorescences can be followed to the pith. The wens often produce epicormic shoots that are themselves cauliflorous with first-order reproductive buds formed in their leaf axils. The shoots usually abscise above the first-order reproductive buds at their base. These buds, along with the higher order reproductive buds, perpetuate the cauiflorous condition throughout the life of the plant. Key words: axillary buds, cauliflory, Cercis canadensis, epicormic shoots, wens.