The ultrastructural changes accompanying oocyte differentiation in the ovaries of the monogeneans, Diclidophora merlangi, Diplozoon paradoxum and Calicotyle kröyeri have been described. In each case, oogenesis in the ovary proceeds as far as meiotic prophase in the primary oocyte. A three-stage sequence of development based on oocyte morphology is proposed: (1) Oogonia and early, immature primary oocytes are typically undifferentiated, with chromatin-laden nuclei occupying most of the cell volume. The cytoplasm contains small clumps of mitochrondria and unattached ribosomal aggregates. There is evidence of mitosis and, in later stages, meiotic prophase is indicated by the appearance of nuclear synaptonemal complexes. (2) Maturing primary oocytes are characterized by increased nucleolar volume associated with the production of RNA for export to the cytoplasm. An organized GER and Golgi apparatus are established and involved in the synthesis and packaging of membrane-limited cortical granules. Annulate lamellae and nucleolus-like bodies appear in the cytoplasm and, with development, the cells increase in size and, peripherally, become interdigitated. (3) Mature primary oocytes represent a resting phase when cellular activity is minimal. Golgi disappear and the ER fragments or becomes reduced in dimensions. Mitochondria and free ribo-somes are numerous and cortical granules move to the cell periphery. The cells separate and, when mature, are released from the ovary. There are minor species differences in oocyte ultrastructure and development.