The present paper deals with the ultrastructural changes of oocyte in the process of maturing in pen shell Atrinapectinata Linne. When it develops from the antecedent growth period to the accelerating growth period the annulate lamellae emerge, the RER better develop, the yolk granules with single and double layer membrane and are visible. In the well-developed mitochondria there is yolk stored. The Golgi vacuoles are brewing yolk granules. At the mature period the annulate lamellae and the Golgi bodies disappear, and there are only a few RER and mitochondria with poor cristae in the cytoplasm. All these might be well used for judging the maturity of the ootids in the process of the artificial propagation.