In order to reveal the differentiation characteristics of organelles of ciliates under different physiological status, the cellular ultrastructure of Urostyla grandis was studied by transmission electron microscopy. In the resting cells most ciliary shafts, kinetosomes and sub-pellicle microtubules were resorbed, and the endoplasmic reticulum (ER) disappeared with the autophagocytosis taking place within the cytoplasm. As well, the nuclear matrix of the macronucleus was extruded into the cytoplasm, forming pseudopodia-like structures with large quantities of heterochromatin (CH) attached to the inner nuclear membrane. During excystment, membraneous structures developed and gradually increased in number to form the ER. Autophagic vacuoles (AVs) appeared containing mitochondria, paraglycogen particles (PGP), membranous structures, etc. Moreover, the number of nucleoli decreased with the chromatin, condensing in parallel with the process of recombination. Based on these observations, it could be concluded that the de-differentiation of microtubular organelles and the changes occurring in macronuclei in the resting Urostyla grandis, as well as the differentiation of cytoplasmic organelles, digestion by AVs, and the recombination of chromatin during excystment, are not similar to events that occur in non-kinetosome-resorbing cysts (NKR).