Investigations of the common boreal-arctic cheilostomate bryozoans Cribrilina annulata and Celleporella hyalina have shown that the two species possess similar ovicell structures and reproductive patterns. Both species are characterized by frontal dwarf ovicellate zooids, that are female autozooidal polymorphs in C. hyalina and simultaneous hermaphroditic autozooids in C. annulata. The latter species in addition has ovicellate autozooids of the usual type. Each ovicell is formed from a maternal zooid only, and its cavity is lined by the outer hemispherical fold (ooecium) and the distal zooidal wall. The coelomic cavity of the ooecium is separated from the body cavity of the maternal zooid by a transverse wall with simple pores. Each pore is closed by a cell plug, and the ooecia may be considered as kenozooids. Each oocyte is accompanied by a single nurse cell that degenerates after ovulation. The eggs are macrolecithal in C. annulata and microlecithal in C. hyalina, and the former species is a non-placental brooder whereas the latter forms a placenta. Fertilization is precocious. Possible mechanisms of sperm entry as well as oviposition are discussed. The literature concerning ovicell structure and development in cheilostomates is analysed. It is proposed that the brood chamber of cribrimorphs evolved by a fusion of costae and a reduction of the daughter zooid in ancestral forms.