Fine structural changes of the ovary and cellular composition of oocyte with respect to ovarian development in the orb-web spider, Nephila clavata were examined by scanning and transmission electron microscopy. Unlike the other arthropods, the ovary of this spider has only two kinds of cells-follicle cells and oocytes. During the ovarian maturation, each oocyte bulges into the body cavity and attaches to surface of the elongated ovarian epithelium through its peculiar short stalk attachments. In the cytoplasm of the developing oocyte two main types of yolk granules, electron-dense proteid yolk and electron-lucent lipid yolk granules, are compactly aggregated with numerous glycogen particles. The cytoplasm of the developing oocyte contains a lot of ribosomes, poorly developed rough endoplasmic reticulum, mitochondria and lipid droplets. These cell organelles, however, gradually degenerate by the later stage of vitellogenesis. During the active vitellogenesis stage, the proteid yolk is very rapidly formed and the oocyte increases in size. However, the micropinocytosis invagination or pinocytotic vesicles can scarcely be recognized, although the microvilli can be found in some space between the oocyte and ovarian epithelium. During the vitellogenesis, the lipid droplets in the cytoplasm of oocytes increase in number, and become abundant in the peripheral cytoplasm close to the stalks. On completion of the yolk formation the vitelline membrane, which is composed of an inner homogeneous electron-lucent component and an outer layer of electron-dense component is formed around the oocyte.