The structure of follicular layer of growing and atretic follicles in the ovary of the domestic goose, was studied by electron microscopy. In small follicles, the wall is lined with a narrow layer of tightly packed small, cuboidal cells separated from the thecal tissue by the basal lamina. During growth, they transform into tall, columnar cells arranged in a single row. The cells display several peculiar ultrastructural features. First, annulate lamellae are commonly observed. Second, cytoplasmic dense-cored granules accumulate in close association with fenestrated cisternae and networks of tubuli derived from the RER. They consist of spheres and strands of amorphous substance of unknown origin. Third, the cells contain many transosomes, a unique organelle of the avian follicle cell consisting of a dense plaque associated with ribosome-like particles. The mature forms of transosomes are located at the tips of lateral and apical cell projections, while bodies thought to be their precursors, are found in the apical cytoplasm. In follicles larger than 8 mm in diameter, most of the transosomes and their precursors have disappeared. Follicular atresia occurs in all of the size-classes of follicles investigated. A loss of transosomes (in follicles up to 8 mm in diameter) and an accumulation of lipid droplets, are the first atretic events detectable by electron microscopy. Morphologic features, including deep nuclear indentations, accumulation of lipid droplets frequently encircled by membrane whorls, dilation and disintegration of RER cisterns, swelling of mitochondria and accumulation of dense irregular masses of unknown origin in the cytoplasm, are taken as evidence for advanced degradation.(ABSTRACT TRUNCATED AT 250 WORDS)