Light and electron microscope studies were made on harvestman oocytes during the course of their origin, differentiation, and vitellogenesis. The germ cells appear to originate from the ovarian epithelium. They subsequently migrate to the outer surface of the epithelium, where they remain attached often by means of stalk cells which suspend them in the hemocoel during oogenesis. The "Balbiani bodies," "yolk nuclei," or "nuage" constitute a prominent feature of young, previtellogenic oocytes, and take the form of large, but variable sizes of electron-dense cytoplasmic aggregates with small fibrogranular components. The cytoplasmic aggregates fragment and disperse, and cannot be detected in vitellogenic oocytes. The young oocytes become surrounded by a vitelline envelope that appears to represent a secretory product of the oocyte. The previtellogenic oocytes are impermeable to horseradish peroxidase under both in vivo and in vitro conditions. In addition to mitochondria, dictyosomes, and abundant ribosomes, the ooplasm of the previtellogenic oocyte acquires both vesicular and lamellar forms of the rough-surfaced endoplasmic reticulum. In many areas, a dense homogeneous product appears within the cisternae of the endoplasmic reticulum and represents nascent yolk protein synthesized by the oocyte during early stages of vitellogenesis. Later in vitellogenesis, the oocyte becomes permeable to horseradish peroxidase under both in vivo and in vitro conditions. This change is associated with a massive process of micropinocytosis which is reflected in the presence of large numbers of vesicles of variable form and structure in the cortical ooplasm. Both spherical and tubular vesicles are present, as are coated and uncoated vesicles. Stages in the fusion of the vesicles with each other and with developing yolk platelets are illustrated. In the harvester oocytes, vitellogenesis is a process that involves both autosynthetic and heterosynthetic mechanisms.