Ultrastructural studies of vitellogenesis in oocytes and follicle cells during oogenesis in female Protothaca (Notochione) jedoensis were investigated by histological and transmission electron microscope observations. In early vitellogenic oocytes, combined activities of the Golgi complex, mitochondria and rough endoplasmic reticulum in the cytoplasm are associated with autosynthetic vitellogenesis. Furthermore, at this time, many coated vesicles at the basal region of the oolemma of the oocyte lead to the formation of vesicles through endocytosis in the cytoplasm. Through the formation of the coated pits on oolemma during vitellogenesis, the uptake of extrafollicular precursors (nutritive materials) occurs in coated vesicles by endocytosis. Therefore, it is assumed that these exogenous materials are involved in heterosynthetic vitellogenesis. During late oogenesis, exogenous yolk precursors (yolk granules), lipid droplets and proteinaceous yolk granules are present in the cytoplasm of late vitellogenic oocytes. In mature oocytes, small yolk granules appear intermingled and form large mature yolk granules. Thus, two processes of vitellogenesis occur in oocytes by way of endogenous autosynthesis and exogenous heterosynthesis. The follicle cells attached to the oocytes appear to play an integral role in vitellogenesis in this study.