Sperm formation was studied in the fern, Marsilea, and the cycad, Zamia, with particular cmphasis on thc ccntrioles. In Marsilea, the maturc spcrm posscsses over 100 flagella, the basal bodies of which have the typical cylindrical structure of centriolcs. Earlier obscrvations by light microscopy suggcsted that these centrioles arise by fragmentation of a body known as the blepharoplast. In the youngest spermatids the blepharoplast is a hollow sphere approximately 0.8 tt in diameter. Its wall consists of closely packed immature ccntriolcs, or proccntriolcs. Thc procentrioles arc short cylinders which progressively lengthen during differentiation of the spermatid. At the same time thcy migrate to the surface of thc ccll, where each of thcm puts out a i]agcllum. A blepharoplast is found at cach pole of thc spindle during the last antheridial mitosis, and two blcpharoplasts are found in the cytoplasm before this mitosis. Blepharoplasts arc also found in the prcccding cell generation, but their ultimatc origin is obscure. Before thc last mitosis the blepharoplasts are solid, consisting of a clustcr of radially arranged tubulcs which bear some structural similarity to centrioles. In Zamia, similar stages are found during sperm formation, although here thc number of flagella on each sperm is close to 20,000 and thc blepharoplast measures about l0 tt in diameter. These observations arc discussed in relation to theories of ccntriolc replication.