Alcichthys alciocornis has a viscous ovarian fluid in the ovarian cavity, which plays an important role in its unique mode of reproduction called internal gametic association (i.e., internal insemination and sperm-egg association but a delay in the physiological fertilization until spawning). Seasonal changes in fine structure of the inner epithelial lining and capillary endothelium of the ovary revealed that ovarian fluid originated as a result of the secretory activity of the tissues. The ovarian cavity of A. alcicornis is lined with an ovigerous lamella epithelium and an ovarian wall epithelium. During the spawning period, both epithelia actively secreted proteinaceous substances which seemed to constitute the ovarian fluid. The substances appear to be synthesized in the rough-surfaced endoplasmic reticulum from the material which was transported from the blood capillary, taken into the epithelial cells by endocytosis, accumulated in secretory vesicles via Golgi apparatus in the cells, and finally released into the ovarian cavity by exocytosis. Microapocrine secretion was also observed to occur in both epithelia. Secretory activity of both epithelia by exocytosis and microapocrine secretion showed distinct seasonal changes. Active exocytosis and microapocrine secretion were observed during the spawning period (April–May). These activities slightly declined during the degeneration period (May–June) and were lost during the early recovery period (July). During the mid to late recovery period (October–March), there was some exocytosis but no microapocrine secretion. © 1995 Wiley-Liss, Inc.