absent from the pre-ovulatory follicle. The collagen fibres were arranged more irregularly at this stage and the intercellular space was considerably increased; it appeared to be filled by a fine granu- lar material, possibly a protein solution in life. Within 24hrs signs appeared that some of the thecal cells were undergoing degenerative changes; the mitochondria tended to swell, the cell membrane was dis- rupted in places and slight vacuolation was noticeable in the cyto- plasm. These changes became progressively more marked, although not all cells were affected and even after 48hr there were many viable cells present. The theca interna was characterised by more rounded cells and there were no signs of an intracellular fibrillar layer characteristic of those cells of the theca externa. There was relatively less colagen and this was not so regularly distributed. Much of the intercellular space was filled with an electron-dense granular material. There were also many prominent, small blood vessels,often closely associated with the basement membrane. After ovulation changes occurred in the cells which were similar to those in the theca externa: the cells contracted but did not become so markedly irregular and vacuoles appeared in the cytoplasm. The intercellular granular material so clearly evident in the pre-ovulatory follicle was reduced in content. There was evidence which indicated that some of the blood vessels were becoming occluded by laying down of cells within the lumen, Throughout the theca interna of the pre-ovulatory follicle there are small spaces between the cells which suggest that secretory droplets are formed by some of the cells; these may be lipid. Within a few hours of ovulation, particularly along the theca interna and externa junction these vacuoles become progressively more numerous; moreover similar droplets appear in, what are now at this stage, specialised cells., These cells may be equivalent to the luteal cells described by earlier histologists. Within 24hrs these cells are very prominent and are filled by numerous clear vacuoles. The basement membrane of the pre-ovulatory follicle was composed of an amorphous material and projections from it seemed to fill the spaces between the granulosa cells. Wyburn et al. (13 ) implied that this perivitelline material in the pre—ovulsfory follicle was structureless, but this was not found to be so in the present work: small tubules and vacuoles were present. Moreover the space was much less than shown by Wyburn et al. (13 ). With the contraction of the follicle after ovulation the basement membrane became much folded and, in places, detatched from the theca interna. This in turn clearly disrupted some of the blood vessels of the theca and many blood cells were found in the spaces so formed. Of more interest were the cells containing large granules which were found scattered along the thecal side of the basement membrane; these were not apparently present before ovulation, The basement membrane also appeared to hypertrophy and scattered throughout it were dense drop- lets; these may have been derived from the thecal or granulosa cells. It is well known from earlier work that major changes occur in the gramulosa cells and later Wyburn et al. (13 ) from an electron microscopical study suggested a progreséf;e change in an homogenous cell population, The results of the present work indicate that this 1630