Early spermatids of the onychophoran Peripatopsis capensis are spherical cells with a centrally located nucleus, numerous mitochondria, Golgi complexes, microtubules and two centrioles. During spermiogenesis, Golgi vesicles migrate to one side of the cell where they form a tight aggregate, which is later shed. The mature spermatozoon has no acrosome. Several mitochondria fuse to form a middle piece containing three large mitochondria. Nucleus and middle-piece elongate, presumably under the influence of helically twisted microtubules. Outside this set of microtubules a continuous layer of endoplasmic reticulum cisternae is formed which separates the interior portion of the cell from an external cytoplasmic rim, which is later shed. Outside the 9 + 2 complex, the tail presents nine accessory microtubules, and a peripheral layer of microtubules beneath the plasma membrane. The enforcement of the tail structure may be related to the fertilization biology of this animal, which is by "hypodermal" impregnation.