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The ultrastructure of spermatozoa and its genesis (spermiogenesis) have been investigated in the interstitial annelid Potamodrilus fluviatilis. The mature spermatozoa are threadlike cells which are bent at the base of the flagellum, giving the cell a hairpinlike appearance. The acrosome consists of an unusual, long, flasklike vesicle with a granum in its basal part. The cylindrical nuclear region is characterized by a monolayer of vesicles enwrapping the posterior half of the nucleus. This region is endowed with a number of altered rodlike mitochondria. No middlepiece is present. The basal body of the flagellum is obliquely arranged with respect to the long axis, giving rise to a curved flagellum, which, along most of its length, exhibits a thick layer of vacuolized cytoplasm around the axoneme. During spermiogenesis, which occurs in the body fluid, spermatids develop at the surface of syncytial masses which have been formed during meiotic divisions. The acrosome protrudes in the distal part of the cell, while the basal body of the flagellum is shifted toward the proximal region, which connects the cell with the cytophore. These are unusual features in annelid spermiogenesis. As indicated in Discussion, the phylogenetic implications of these findings include the assumption that Potamodrilus is not related to any oligochaete or even any other clitellate group or species and, hence, has to be excluded from these taxa., (Copyright © 1985 Wiley-Liss, Inc.)