In insect ovaries, germ line cells are surrounded by somatic cells that initially form a uniform follicular epithelium. The subsequent diversification of the follicular cells into several subpopulations enables specification of distinct structures in different regions of complex eggshells. It also influences the patterning of the future embryo. These processes have been extensively studied at both the cellular and molecular levels using the Drosophila ovary as a model system. It is not clear however, to what extent the Drosophila model of the follicular epithelium patterning is universal for the entire Diptera group. Here, we analyze the diversification of the follicular cells in a distant Drosophila relative, the horse fly, Haematopota italica. We found that in this species, there are 6 recognizably different follicular cell subpopulations within the previtellogenic ovarian follicles. Ultrastructural analysis of the follicular epithelium revealed two morphologically distinct clusters of follicular cells residing at the anterior and posterior poles of the follicles. Each cluster consists of 2-3 polar cells located centrally and surrounded by several outer cells called border cells (at the anterior pole) or border-like cells (at the posterior pole). During previtellogenesis, the clusters lose the initial symmetry as their cells differentiate and develop conspicuous cytoplasmic projections comprising cytoskeletal elements. Ultimately, the follicular cells of the anterior and posterior clusters become morphologically different and, as we suggest, participate in different processes during oogenesis and formation of the and, eggshell in H. italica.