The ultrastructural study of the germinal cells of Penaeus paulensis was carried out on the immature (stage I), in maturation (stage II) and mature ovary (stage III). The stage I is characterized by numerous peripheral nucleolar systems which are formed by a fibrillar central portion entoured by a fibrillogranular nucleolonema. There are no yolk granules in the cytoplasm. The stage II is characterized by the onset of the vitellogenesis and a close morphological relationship exists between the endoplasmic reticulum and the systhesis and deposition of yolk. The stage III is recognized by the presence of the "peripheral bodies" in the peripheral cytoplasm of the germ cells. These structures are separated from the adjacent cytoplasm by the cell membrane and possibly represent an accumulation of extracellular material comparable to the zona pellucida.