To establish indices for studying the hormonal control of differentiation of the accessory reproductive glands of insects, the ultrastructural development of the spermathecal accessory gland (SAG) of female mealworm beetles has been analyzed. Over the 9 days between adult and pupal ecdysis, the SAG transforms from a stubby sac of columnar epithelium into an elongate cylindrical gland, lined with cuticle, and containing several distinct types of differentiated cells. The first phase of pupal differentiation is one of cell division and overall gland morphogenesis which lasts 3--4 days; at its close, two populations of cells can be distinguished. One of these populations will produce the cuticular ductules while the other will yield the three-cell secretory units or organules. In the second phase which lasts 2 days, the three cells of each organule become wrapped around one another and then the innermost puts out a pseudocilium and retracts within the next ensheathing cell. In the third phase which lasts 4 days, the cuticles of the axial duct, of the efferent ductule, of the vestibule upon which the ductules converge, and of the end apparatus, are deposited. The ciliary process degenerates, and after ecdysis, the secretory cells undergo peak differentiation.