Abstract: The study of Populus euphratica in desert-wetland in Dunhuang and oasis-riparian forest in Ejina, Inner Mongolia of northern China was carried out by the quantitative analysis of the anatomical structure. We compared the adaptation strategies of Populus euphratica in two habitats and the results showed that: there was no significant difference in the thickness of the upper and lower stratum corneum and the compactness of the leaf structure in the two habitats. In addition to the leaf structure porosity, the thickness and area of the anatomical structures of the Populus euphratica leaves in desert-wetland were significantly larger than those in oasis-riparian forest. 0-30 cm soil total nitrogen content had a significant effect on the anatomical structure of Populus euphratica in both desert-wetland and oasis-riparian forest, and 0-30 cm soil total potassium had no significant effect on the leaf anatomical structure of Populus euphratica in the two habitats. The coefficient of variation of the structure and the plasticity index of the majority of the leaves in desert-wetland were larger than those of the oasis-riparian forest, and the coefficient of variation and plasticity index of the xylem area of the main veins were larger in both habitats. Compared with oasis-riparian forest, Populus euphratica in desert-wetland is adapted to the dryer habitat with larger leaf anatomical thickness or area. The plasticity of leaf anatomical structure is an important way and strategy for Populus euphratica to adapt to vulnerable ecosystems in desert areas.