The follicle cells, nurse cells and germinal epithelia, which are closely associated with the oocyte of Agriolimax reticulatus (Müller) during its development in the ovotestis, have been studied using light and electron microscopy. The various secretory, digestive and phagocytic activities of these cells have also been investigated using electron cytochemical tests for oxidisable polysaccharide, acid phosphatase and electron-opaque tracer molecules. The oocyte lies initially between the germinal epithelia and a layer of nurse cells but, as oocyte vitellogenesis proceeds, it becomes encapsulated by a layer of follicle cells. Both the follicle and the nurse cells are active in secretion and digestion and contain Golgi apparatus, granular endoplasmic reticulum and acid phosphatase-rich digestive vacuoles. The significance of these activities is discussed in relation to oocyte vitellogenesis, secondary envelope formation and the digestion and recycling of cellular material.