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Cumulus-oocyte complexes were collected from cows at an abattoir by aspiration from small (1-6 mm) antral follicles. After different periods of culture the complexes were processed for electron microscopy. Cumulus expansion occurred at 12-18 h of culture and concomitantly enlargement of cumulus cell projections in the perivitelline space was seen. At 48 h the innermost cumulus cells flattened and adhered tightly to the zona pellucida. In the oocyte the following changes occurred: at 0-3 h of culture the perivitelline space developed; at 3-12 h disconnection of the junctions between cumulus cell projections and the oolemma, and the concomitant breakdown of the nucleus was observed; at 12-18 h the mitochondria moved from a peripheral location to a more even spatial distribution and the Golgi complexes decreased in size; at approximately 18 h the smooth endoplasmic reticulum formed large aggregates surrounded by mitochondria; at 18-21 h the first polar body was abstricted; at 24-40 h the cortical granules spread; at 30-40 h the polar body degenerated in some specimens; at 40-48 h the perivitelline space decreased in size; and at 48 h one oocyte was in the process of fragmentation. It is concluded that nuclear and cytoplasmic oocyte maturation is simulated in vitro. However, certain deviations were noticed compared to in-vivo maturation.