The formation of both germline cysts and the germinal epithelium is described during the ovary development in Cyprinus carpio. As in the undifferentiated gonad of mammals, cords of PGCs become oogonia when they are surrounded by somatic cells. Ovarian differentiation is triggered when oogonia proliferate and enter meiosis, becoming oocytes. Proliferation of single oogonium results in clusters of interconnected oocytes, the germline cysts, that are encompassed by somatic prefollicle cells and form cell nests. Both PGCs and cell nests are delimited by a basement membrane. Ovarian follicles originate from the germline cysts, about the time of meiotic arrest, as prefollicle cells surround oocytes, individualizing them. They synthesize a basement membrane and an oocyte forms a follicle. With the formation of the stroma, unspecialized mesenchymal cells differentiate, and encompass each follicle, forming the theca. The follicle, basement membrane, and theca constitute the follicle complex. Along the ventral region of the differentiating ovary, the epithelium invaginates to form the ovigerous lamellae whose developing surface epithelium, the germinal epithelium, is composed of epithelial cells, germline cysts with oogonia, oocytes, and developing follicles. The germinal epithelium rests upon a basement membrane. The follicles complexes are connected to the germinal epithelium by a shared portion of basement membrane. In the differentiated ovary, germ cell proliferation in the epithelium forms nests in which there are the germline cysts. Germline cysts, groups of cells that form from a single founder cell and are joined by intercellular bridges, are conserved throughout the vertebrates, as is the germinal epithelium. Anat Rec, 293:1581Rec, 293: -1606