The ultrastructure of oocytes during oogenesis and oocyte degeneration associated with follicle cells in female Sinonovacula constricta(Lamarck, 1818) were investigated by electron microscope observations. Ovarian follicles are surrounded by a matrix of vesicular connective tissue cells(VCT cells). VCT cells contain large quantities of glycogen particles and several lipid droplets in their cytoplasm. It is suggested that VCT cells act as a source of nutrients for vitellogenesis during oogenesis. In early vitellogenic oocytes, several coated vesicles, which appear at the basal region of the oocyte, lead to the formation of membrane-bound vesicles via endocytosis. The uptake of nutritive materials in coated vesicles formed by endocytosis appears through the formation of coated pits on the oolemma during vitellogenesis. During the late stage of oogenesis, yolk precursors(yolk granules), mitochondria and lipid droplets are present in the cytoplasm of late vitellogenic oocytes. In particular, proteinaceous yolk granules containing several different components are intermingles and form immature yolk granules. In the mature oocyte, small immature yolk granules are intermingled and form large mature yolk granules. Vitellogenesis occurs through a process of autosynthesis, involving combined activity of the Golgi complex, mitochondria and rough endoplasmic reticulum in the cytoplasm of vitellogenic oocytes. The process of heterosynthesis is where extraovarian precursors are incorporated into oocytes by endocytosis at the basal region of early vitellogenic oocytes before the formation of the vitelline coat. Follicle cells appear to play an important role in vitellogenesis and oocyte degeneration. The functions of attached follicle cells to the oocyte during oocyte degeneration are phagocytosis and digestion of phagosomes originating from oocyte degeneration. After digestion of phagosomes, it is assumed that the function of follicle cells can permit a transfer of yolk precursors necessary for vitellogenesis and allows for the accumulation of glycogen and lipid during oocyte degeneration, which can be employed by vitellogenic oocytes. Follicle cells of S. constricta may possess a lysosomal system for induction of oocyte breakdown and might resorb phagosomes in the cytoplasm for nutrient accumulation during oocyte degeneration.