The most striking morphological feature of the ovarian epithelium of Cymatogaster is the presence of intercellular dilations during much of the year. These dilations increase markedly in volume during the several months prior to ovulation and fertilization, and decrease in volume during the months of embryogenesis and gestation. The epithelium then returns to its initial, relatively undifferentiated state. The extracellular material within the dilations likely is synthesized in the cells adjacent to or within the dilations. Apparently most of this material is released into the ovarian lumen when the apicolateral margins of adjacent epithelial cells pull apart; possibly it serves as nutrient for developing embryos. In addition to supporting embryogenesis, the ovarian epithelium also apparently is involved in sperm storage. Sperm are maintained within pockets in the ovarian epithelium for the several months between insemination and fertilization. The cells lining the sperm pocket do not develop the intercellular dilations characteristic of most of the ovarian epithelium, and sperm remain associated only with the sperm pocket cells.