Abstract. Ovarian ultrastructure and oogenesis in two pycnogonid species, Cilunculus armatus and Ammothella biunguiculata, were investigated. The ovary is morphologically and functionally divided into trunk and pedal parts. The former represents the germarium and contains very young germ cells in a pachytene or postpachytene phase, whereas the latter houses developing previtellogenic and vitellogenic oocytes and represents the vitellarium. Intercellular bridges were occasionally found between young (trunk) germ cells. This indicates that in pycnogonids, as in other animal groups, at the onset of oogenesis clusters of germ cells are generated. As nurse cells are absent in the ovaries of investigated species, the clusters must secondarily split into individual oocytes. In the vitellarium, the oocytes are located outside the ovary. Each oocyte is connected to the ovarian tissue by a stalk composed of several somatic cells. The stalk cells directly associated with the oocyte are equipped with irregular projections that reach the oocyte plasma membrane. This observation suggests that the stalk cells may play a nutritive role. The ooplasm of vitellogenic oocytes comprises mitochondria, free ribosomes, stacks of annulate lamellae, active Golgi complexes, and vesicles derived from these complexes. Within the latter, numerous electron‐dense bodies are present. We suggest that these bodies contribute to yolk formation.