The female gonad of two fresh-water prorhynchids,Geocentrophora balticaandProrhynchus stagnalis, has been investigated by means of conventional electron microscopy and cytochemical techniques. Both species have an unpaired germovitellarium located under the gut; accessory cells surround the germovitellarium ofG. baltica.The germovitellarium consists of a restricted germinative area where early differentiating oocytes and vitellocytes are randomly associated, and an extensive growth area with follicular organization. Each follicle consists of a single alecithal oocyte surrounded by numerous vitellocytes. The main features of oocyte differentiation are the accumulation of lipid droplets and the appearance of Golgi complexes and small bodies possibly representing secondary lysosomes. Vitellocytes show features typical of secretory cells, including well-developed rough endoplasmic reticulum (RER) and Golgi complexes which are involved in the production of type A and type B inclusions, hi both species, type A inclusions appear first, have a glycoprotein content, do not contain polyphenols, and become localized in the peripheral cytoplasm of mature vitellocytes; they have been interpreted as eggshell forming granules. Type B inclusions are larger, have a proteinaceous content with a different structure in the two species examined, and remain scattered in the cytoplasm of mature vitellocytes; they are considered to be yolk. The finding of eggshell forming granules without polyphenols in prorhynchids contrasts with the condition in most platyhelminths that have a sclerotized eggshell formed through a tanning process of polyphenolic substances. The small bodies in the oocytes and the eggshell granules in the vitellocytes of Lecithoepitheliata differ from those observed in prolecithophorans, which have oocyte and vitellocyte inclusions similar to those of the Rhabdocoela.