The physiological mechanisms of bermudagrass cold tolerance are not well documented. This study was to investigate changes of selected C-rich and N-rich compounds during cold acclimation associated with freezing tolerance. Cold tolerant (‘Riviera') and cold sensitive ‘Prencess-77') cultivars were acclimated at 8 C / 4 C (d/n) for 20 days. Carbon-rich and N–rich compounds were monitored during cold acclimation. The freezing tolerance of acclimated and non-acclimated bermudagrass was examined based on the LT50 values. Riviera had greater cold tolerance than Princess-77 either cold acclimated or without cold acclimation. Greater amino acid proline, protein and defense enzymes were found in Riviera during acclimation when compared to Princess-77. This suggests accumulation of N-rich compounds during acclimation may a defensive mechanism against freezing damage in bermudagrass.