Ultastructural studies of oocyte degeneration and follicle cells in female Spisula sachalinensis are described for clams collected from Jumunjin, Gangwondo, Korea. The follicle cells playan integral role in vitellogenesis and oocyte degeneration by assimilating products originating from the degenerated oocytes (thus allowed the transfer of yolk precursors needed for vitellogenesis). The functions of the follicle cells include phagocytosis and intracellular digestion of products originating from oocyte degeneration. During the period of oocyte degeneration, follicle cells of this species probably have lysosomal systems for the breakdown and reabsorption of various phagosomes(phagolysosomes) in the cytoplasm for nutrient storage; this process has been observed in other bivalves.