The ultrastructure of germ cells and follicle cells during oogenesis, oocyte degeneration, reproductive cycle, and first sexual maturity in female Cyclina sinensis were investigated for clams collected from Simpo, Jeollabuk-do, Korea, by cytological and histological observations. Vitellogenesis occured by way of endogeous autosynthesis and exogenous heterosynthesis: vitellogensis occurred through a process of autosynthesis, which involves a combined activities of the Golgi complex, mitochondria, and rough endoplasmic reticulum. The process of heterosynthesis involved endocytotic incorporation of extraovarian precursors into the basal region of the early vitellogenic oocytes prior to the formation of vitelline envelope. The follicle cells appear to play an integral role in vitellogenesis and oocyte degeneration, functioning in phagocytosis and digestion of products originating from the degenerated oocytes: these functions can permit the transfer of yolk precursors needed for vitellogenesis. Follicle cells might have a lysosomal system for breakdown and might also resorb phagosomes in the cytoplasm for nutrient storage during oocyte degeneration.