Oögenesis in the oviparous marine teleost, Blennius pholis L., is examined. Eleven developmental stages are identified by ultrastructural observations when changes in the distributions of the organelles and inclusions are described. An exogenous source for the protein yolk precursors is indicated, but less clear is the endogenous contribution. Changes in the follicle epithelium are described together with the formation of the zona which is considered to be follicular in origin. Two types of follicle cell are distinguished and these probably function differently in the process of zona formation. The zona becomes divided into the externa and interna, the latter probably resulting from the chemical ordering by disulphide bonding of the proteinaceous material of the former.