This study was carried out to investigate the ultrastructural changes of ooplasm and follicular membrane of oocytes, obtained from 150 of 3-year-old female rainbow trout(Oncorhynchus mykiss). All data were collected from March in 1989 to February in 1990, and from August to October in 1991. The size of the nucleoli and number of the yolk granules increased as the oocyte growed. Yolk granules were deposited in the oocyte as crystalline granules. Due to the presence of large early and late maturing oocytes, their ovaires were enlarged, transparent and granular. The lattice was broken down at hydration, leaving the egg transparent. As thepercentages of fish in LPO and EMO stage increased from September to October, Mean GSI values increased. Follicle cells such as granulosa cell and thecal cell change a squamous into cuboid shape in LPO and EMO stage. Seasonal changes in the microscopic appearance of the ovaries were well correlated with those in bothgonadosomatic index and macroscopic apearance. Under the natural conditions,t he ovarian follicle influences the histological development and periodical secretion of the hormones, sufficient for a oogenesis and gonadal steroid production. The electrophoretic pattern of major band in mature stage was much thicker(70∼110k dalton) than that in previtellogenic phase.