SEEDS of Lupinus termis (cv. Gemmeza R2) were primed by presoaking for six hr in 100% aqueous extract of carrot roots or 10mM CaCl2 solution, sown and left to grow for 30 days on clay-sandy soil (2:1 w/w). Seven-day-old seedlings grown from primed and unprimed seeds were exposed to salinity stress at 150mM NaCl. Salinity stress caused decreases in lengths, fresh and dry weights of roots and shoots, leaf water content and photosynthetic pigments. Total soluble sugars, proteins, alkaloids, malondialdehyde (MDA), catalase and peroxidase activities and ascorbate content were elevated by salinity stress. Priming of lupine seeds with CaCl2 or carrot root extract reversed all of the previous mentioned decreases and increases. Transmission electron microscope results revealed that salinity caused detachment of the plasma membrane from cell walls, degeneration of chloroplast membranes, disorganization of grana, disappearance of some nucleoli and the appearance of some abnormal nuclei. Seed priming preserved the intact cell wall structure, integrity of chloroplast membranes, normal grana organization and nuclear structure with well-defined nucleoli, comparable to those of the control seedlings.