The fine structure of the several layers and regional specializations in the Drosophila melanogaster eggshell has been studied by a combination of shell isolation procedures and ultrastructural techniques (conventional TEM, whole-mount TEM, SEM, HVEM, freeze-fracture electron microscopy utilizing rotary replication, shadow casting, optical diffraction and stereo imaging). The main shell consists of 5 layers: the vitelline membrane (300 nm thick), the wax layer, the innermost chorionic layer (40-50 nm), the endochorion (500-700 nm), and the exochorion (300-500 nm). The vitelline membrane consists of irregularly organized particles. The wax layer appears to contain multilayered hydrophobic plates which split tangenitally upon freeze fracturing. The innermost chorionic layer is composed of a crystalling lattice. The endochorion is made of a thin (40 nm) fenestrated floor composed of 40-nm fibres and an outer solid (200 nm) roof covered with a network of 40-nm strands. Intermittently spaced pillar connect these 2 parts. Similarities in the substructure of the floor, pillars and roof suggest that they may be composed of similar or identical structural elements. The specialized regions of the shell are the 2 respiratory appendages, the operculum area and the posterior pole. The appendages exhibit 2 sharply distinct surfaces, a dorsal side with isolated 1.5-micrometer plaques and a ventral side with strands of 40-50 nm connected in a network with openings of 70-80 nm. The operculum area, which includes the micropoyle and the collar, is distinguished by 3 unique types of cell imprints. The posterior pole contains 2 distinctive populations of cell imprints: the central area has very thin intercellular ridges and a thin, perforated, endochorionic roof, while the peripheral area contains mixed, thick and thin, intercellular ridges and serves as a transition zone to the main shell pattern. The pillars in the central area of the posterior pole have a distinct arrangement, forming one peripheral circle within each cell imprint. An analysis utilizing structural and developmental criteria indicates that as many as ten different populations of follicular epithelial cells may be involved in the construction of the various regions of the Drosophila eggshell.