Three dimensional structure of developing ovarian fo1licles in the cat and the mouse were examined to clarify the cellular and the extra cellular components during follicular maturation by scanning electron microscopy. Epithelial cells of the membrana granulosa (MG) and the cumulus oophorus (CO) show variable morphology, which depends on the location of the cells in the follicle. In the small antral follicle, there is no morphological difference between the surface structure of the MG and the CO lining cells. in the large antral follicle, however, the lumenal lining cells of the MG change their spherical shape to a rather flattened one showing numerous pseudopodial processes ereeping over the surrounding lumenal cells. The CO cells remain rounded with fine cytoplasmic protrusions on their outer surfaces which seem to make a network. The outer surface view of the zona appears as composed of labyrinthine canals with relatively large pores of various sizes, however, the inner surface is rather compact with a number of small pores.