Ultrastructural studies of oogenesis in oocytes, oocyte degeneration associated with the follicle cells in female Coecella chinensis were investigated for clams collected from Namhae, Geongsangnam-do, Korea. In this study, vitellogenesis during oogenesis in the oocytes occured by way of endogenous autosynthesis and exogenous heterosynthesis. Of two processes of vitellogenesis during oogenesis, the process of endogenous autosynthesis involved the combined activity of the Golgi complex, mitochondria and rough endoplasmic reticulum. whereas the process of exogenous heterosynthesis involved endocytotic incorporation of extraovarian precursors at the basal region of the oolema of the early vitellogenic oocytes prior to the formation of the vitelline coat. It is assumed that the follicle cells were involved in the development of previtellogenic and early vitellogenic oocytes and appear to play an integral role in vitellogenesis in the early and late vitellogenic oocytes by endocytosis of yolk precursors, and also they were involved in oocyte degeneration by assimilating products originating from the degenerated oocytes, thus allowed the transfer of york precursors needed for vitellogenesis (through phagocytosis by phagolysosomes after spawning). Follicle cells presumably have a lysosomal system for breakdown products of oocyte degeneration. and for reabsorption of various phagosomes (phagolysosomes) in the cytoplasm for nutrient storage during the period of oocyte degeneration.