Introduction: Structure, ultrastructural features and degeneration of oogenesis were first investigated in female Rastrelliger brachysoma as new candidate species for aquaculture by transmission electron microscopy. Materials and Methods: Specimens were naturally collected during the breeding season from Samut Songkhram Province, Thailand. Results: The ultrastructure of female oogenesis was principally divided into five stages based on the nuclear characterization and cytoplasmic organelles; (i) oogonium; (ii) previtellogenic; (iii) lipid and cortical alveolar; (iv) early and (v) late vitellogenic stages. Initially, oogonium was present within cell nest in the epithelial compartment. Its cell was supported by prefollicular cells. The multiple nucleoli in previtellogenic stage, referring to primary growth stage were the first to appear and they were scattered around the peripheral of nuclear membrane with the increasing number of cytoplasmic organelles. Some microvilli of granulosa cell initially protruded into the vitelline envelope. A simple layer of flattened granulosa and theca cells was also observed. The lipid and cortical alveolar stage under secondary growth oocyte was accumulated with two inclusions; the lipid droplets and cortical alveoli in the ooplasm. Another characterization, the increasing of numerous microvilli was also detected in the vitelline envelope. Finally, in the vitellogenic stage, a massive uptake and processing of proteins into yolk platelets due to embedding of the numerous microvilli in the largest vitelline envelope was observed. Oocyte degeneration in R. brachysoma was novel found especially oogonial and previtellogenic stages. Conclusion: Five oogenic stages of this fish are found with the changing of the arrangement of nucleus, cytoplasmic organelles and follicular complex, which will be applied to further studies.