In the late stages of spermatogenesis, winter flounder produce a family of high molecular mass (80±200 kDa) basic nuclear proteins (HM r BNPs) that combine with the normal complement of histones to produce condensed sperm chromatin with an increased nucleosomal repeat length. The HM r BNPs have a biased amino-acid composition in which Arg, Ser, Lys and Pro are abundant because of their presence in many simple peptide repeats. The organization of these repeats was deduced by cDNA cloning. The predominant repeating units are related 26-and 30-amino-acid sequences that in turn are linked by 6-amino-acid spacers to form 58-and 62-amino-acid repeats. Subsets of these repeats are also present, such as a dispersed 20-amino-acid repeat and a tandem array of nine heptapeptides at the C-terminus. The HM r BNPs appear to have evolved from an extreme H1 variant that has an N-terminal tail of HM r BNP-like sequence linked to an H1 globular region. Based on sequences of the most abundant HM r BNP cDNAs, and the lack of hybridization between HM r BNP mRNAs and a DNA probe for the H1 globular region, the latter domain appears to have been lost during expansion and amplification of the HM r BNP-like repeats. Transcripts of the HM r BNP and H1 variant genes are present in testis RNAs only during the mid-spermatid stage of spermatogenesis, at the same time that HM r BNPs in their highly phosphorylated form first appear in the nucleus. Judging by the lack of a lag between HM r BNP mRNA synthesis and translation, the mRNAs for these highly basic proteins are not stored for any length of time. Instead, the deposition of HM r BNPs onto DNA, which coincides with the major reorganization and silencing of the chromatin, may be controlled by dephosphorylation.Keywords: cDNA cloning; chromatin-associated protein; histone H1; amino-acid-sequence repeats; spermatogenesis.Sperm are streamlined, motile cells designed to efficiently transfer the male's gene complement to the egg. Nuclear condensation contributes to this streamlining, and is generally associated with an increased positive charge on the sperm chromatin proteins. (reviewed in [1]). There are two main strategies for increasing the basicity of sperm chromatin proteins. Mammals and birds exhibit an extreme process whereby their somatic histones are entirely replaced with small, very arginine-rich, sperm-specific proteins called protamines. In this process, nucleosomal structure is completely erased. A less radical strategy exhibited by other vertebrates and invertebrates is to retain histones throughout spermatogenesis, but with the inclusion of longer and/or more basic spermspecific histone variants. Both mechanisms are used by fish. The majority of fish species, exemplified by the rainbow trout The winter flounder is a fish that does not replace its testis histones with protamines [6]. Moreover, it retains somatic histones throughout spermatogenesis and does not synthesize significant quantities of sperm-specific histone variants. Instead, this fish produces a unique group of high ...