During oogenesis in Pentastomida the oocytes wander from a germinal zone in the mid-dorsal ovarial wall to the lateral pouches of the ovary. The growth phases are initiated during that migration, but not until the lateral pouches are reached does the oocyte grow considerably. A Balbiani body consisting of numerous mitochondria, and various vacuolar inclusions are formed, and at the same time the oocyte bulges out into the hemocoel. Some wall cells form a stalk and cover part of the oocyte towards the hemocoel. During later stages of oocyte growth they withdraw, and the oocyte is separated from the hemocoel only by an extremely thin basement membrane. It seems that the young oocytes obtain nourishment from the ovarial lumen by way of the wall cells. The contents of the lumen in its turn seems to be derived from the hemocoel through the activity of mid-ventral secretory cells. The older oocytes are provided with numerous microvilli, and material for the growth of the oocytes must be taken up directly from the hemocoel. A very dense egg shell is secreted by the oocyte. In nearly mature oocytes the microvilli withdraw from penetrating this shell, and a mucopolysaccharide layer is formed beneath the shell. The mature oocytes in some unknown way make their way to the ovarial lumen whence they are transported to the uterus.