Oogenesis is known to be important for embryonic pattern formation. For this reason we have studied the early differentiation of the honeybee ovariole histologically, ultrastructurally, and by staining F-actin with rhodaminyl-phalloidin. At the anterior tip of the ovariole, stem cells are lined up in a single file; they are organelle-poor but contain characteristic electrondense bodies with lysosomal properties. The presence of these bodies in cystocytes as well as prefollicle cells indicates that both cell types may be derived from the apical stem cells. During later stages of oogenesis, the follicle cells differentiate cytologically in different regions of the follicle. The organization of the intercellular bridges between cystocytes derived from a single cystoblast has been studied in detail. The polyfusomes in the intercellular bridges of cystocyte clusters stain with rhodaminyl-phalloidin and hence contain F-actin. Later, when the polyfusomes begin to desintegrate, F-actin rings form which line the rims of the intercellular bridges. Actin might be recruited from conspicuous F-actin stores which were detected in the germ-line cells. The F-actin rings are dissembled some time before the onset of vitellogenesis when the nurse chamber has grown to a length of about 200 μm. At the basal side of the follicle cells (close to the basement membrane facing the haemocdele) parallel microfilament bundles encircle the ovariole. The microfilament bundles which are oriented mostly perpendicular to the long axis of the ovariole were first observed around the zone where the cystocyte divisions occur; after this phase the micro-filament bundles become organized differently in the follicle cells associated with the nurse cells and in the follicular epithelium of the oocyte.