Spermiogenesis in Cancer crabs was studied by light and electron microscopy. The sperm are aflagellate, and when mature consist primarily of a spherical acrosome surrounded by the nucleus with its short radiating arms. The acrosome forms by a coalescence of periodic acid-Schiff-positive (PAS-positive) vesicles. During spermiogenesis one edge of the acrosomal vesicle invaginates to form a PAS-negative central core. The inner region of the acrosome bounding the core contains basic proteins which are not complexed to nucleic acid. The formation of an elaborate lattice-like complex of fused membranes, principally from membranes of the endoplasmic reticulum, is described. These membranes are later taken into the nucleus and subsequently degenerate. In late spermatids, when most of the cytoplasm is sloughed, the nuclear envelope and the cell membrane apparently fuse to become the limiting boundary over most of the sperm cell. In the mature sperm the chromatin of the nucleus and arms, which is Feulgen-positive, contains no detectable protein. The chromatin filaments appear clumped, branched, and anastomosed; morphologically, they resemble the DNA of bacterial nuclei. Mitochondria are absent or degenerate in mature sperm of Cancer crabs, but the centrioles persist in the nucleoplasm at the base of the acrosome.