ABSTRACT. The differentiation process of the Perinereis brevicirris spermatozoa was observed by the electron microscope to examine the mode of intercellular communication at different stages of synchronized germ cell differentiation. Spermatogonia in large clusters were framed by a thin cytoplasmic envelope and appeared to be divided into several blocks by cytoplasmic processes. Spermatogonia in one block were connected to each other by desmosomes and intercellular bridges. At the spermatocyte stage, the blocks in large clusters became independent small clusters from which cells detached by meiotic divisions. These cells showed neither connection with the cytoplasmic central mass nor cytoplasmic communications, except for desmosomes, and accordingly no synchrony was observed in cell differentiation. In spermatids, the smallest group was composed of four cells which were connected by a cytoplasmic bridge. During spermiogenesis, a filamentous acrosomal rod extended through the nucleus, and nuclear condensation followed. In spermatozoa, a dense material was observed in the intranuclear space near the central axis on the condensed chromatin. Me-ATPase activity was found on the dense material. The functional significance of ATPase is discussed.The spermatozoon is a highly specialized cell for conjugation with the egg. The spermatogonium undergoes conspicuous morphological changes in spermiogenesis. The process has been studied by many investigators, and the specificities in acrosomal complex, nuclear condensation, flagellar formation and disposal of remnant cytoplasm have been demonstrated in various species. In annelid worms, a number of undifferentiated male germ cells form large cell clusters floating in the coelomic cavity. In some species, cells in clusters are connected with the cytoplasmic central mass until final sperm differentiation (13,15,16) and in others the clusters are disintegrated into small cell groups in the late stage of spermatogenesis (3,9,14).In the present paper, the intercellular communication in the Perinereis brevicirris male germ cells at differentiation and the ultrastructure of mature spermatozoa are demonstrated with the ATPase cytochemical reaction. These intercellular bridges connecting cells are responsible for the synchronization of cell differentiation. The specialization process is similar to that of Nereis (3) in which the cluster is disintegrated at the stage of spermatocytes.135