Follicular maturational competence and ovulatory competence in teleost fish refer to the ability of the ovarian follicle to undergo final oocyte maturation and ovulation, respectively, in response to gonadotropin stimulation and other external cues. Some gene products related to competence acquisition are likely synthesized during vitellogenic growth, as these follicles gain in vivo responsiveness to exogenous gonadotropin stimulation and can be induced to undergo maturation and ovulation. In Atlantic cod (Gadus morhua), gonadotropin responsiveness has been shown to be oocyte size-dependent, and only ovaries containing late-stage vitellogenic follicles can be induced to ovulate. The purpose of the present study was to compare gene expression patterns between mid (unresponsive) and late (responsive) vitellogenic ovaries to identify genes involved in gonadotropin responsiveness and the acquisition of maturational and ovulatory competencies. Representational difference analysis was conducted in two reciprocal comparisons using intact ovarian fragments and follicle wall-enriched tissues, and genes of interest were used in real time quantitative PCR to confirm differential expression. Few differences were detected in intact ovarian fragments, but type IV ice-structuring protein and gephyrin were upregulated later in development and may be involved in lipid and sulfur metabolism, respectively. Candidate gene assays for luteinizing hormone receptor and aromatase also exhibited significant upregulation during vitellogenesis. Many genes were differentially expressed in follicle wall-enriched tissues, including endocrine maturational regulators and smooth muscle genes. Overall, maturational and ovulatory competencies during vitellogenesis in Atlantic cod are associated with up- and downregulation of many genes involved in lipid metabolism, endocrine regulation, and ovulatory preparation.