The structure of the ovary, ultrastructure of oocytes and morphological characteristics of vitellogenesis during oogenesis in female Gomphina veneriformis were investigated in clams collected from coastal waters of Samchok, Gangwon-do, Kore. In the previtellogenic oocytes, the Golgi complex was involved in the formation of a number of vacuoles. In the early vitellogenic oocytes, lipid droplets appeared among the Golgi complex, endoplasmic reticulum, and mitochondria in the cytoplasm of the oocyte were involved in the formation of lipid droplets. Coated vesicles, resulting from endocytosis appeared at the basal region of the early vitellogenic oocyte. The uptake of nutritive materials in the coated vesicles formed by receptor-mediated endocytosis appeared through the formation of coated endocytotic pits on the oolemma. In the late vitellogenic oocytes, large yolk granules were formed by a combination of small yolk granules. In the mature oocyte, a mature yolk granule in composed of three components: crystaline core, electron lucent cortex, and a limiting membrane. According to cytological and histological observations, vitellogenesis occurred by way of endogenous autosynthesis and exogenous heterosynthesis. Autosynthesis involved the conbined activities of the Golgi complex, mitochondria, rough endoplasmic reticulum, whereas heterosynthesis involved endocytotic incorporation of extraovarian precursors at the basal region of the early vitellogenic oocyte. The follicle cells which was attached to oocytes, were involved in the development of the previtellogenic and early vitellogenic oocytes as a kind of nutritive cells containing a number of glycogen particles and lipid droplets in the cytoplasm.