Light and electron microscopy were used to investigate the morphology of reproductive characters in a characid fish, Brittanichthys axelrodi. Spermatozoa were found in ovaries of females, thereby confirming insemination in this species. Bony hooks can be found on the fourth unbranched ray and branched rays 1-4 of the anal fin and the unique sigmoidally-curved ray of the caudal fin in mature males. Testes have three distinct regions: an anterior spermatogenic region, an aspermatogenic middle region lined with a simple squamous epithelium and used for storage of mature spermatozoa, and a posterior region of coiled chambers lined with a high simple cuboidal epithelium. The most posterior region appears to be instrumental in the formation and storage of spermatozeugmata, unencapsulated sperm packets. Thus far, this tripartite testis morphology is unique among characids. The mature spermatozoon has an elongate nucleus ( 5 lm in length). A striated rootlet originates at the anterior end of the distal centriole and continues to the anterior tip of the cell. The striated rootlet wraps around the entire ventral area of the anterior part of the nucleus and appears to continue around the anterior tip of the nucleus and down the dorsal side as electron-dense material. Several large, spherical mitochondria ( 0.6 lm in diameter) with lamellar cristae overlap the posterior end of the nucleus and continue beyond together with the cytoplasmic collar that contains the flagellum which lacks axonemal fins. Each spermatozeugma is lanceolate in shape when sectioned mid-sagitally, with the core staining positively for mucopolysaccharides. In both sexes, the gonopore opens posterior to the anus, with the urinary pore having a separate opening posterior to the gonopore. Bands of skeletal muscle were found in the area of the male gonopore. These morphological features are likely linked to the reproductive mode of insemination, a trait that is so far as known, relatively rare among teleost fishes, but is proving increasingly frequent among certain groups of characid fishes.