Polyadenylation, the process of eukaryotic mRNA 3 end formation, is essential for gene expression and cell viability. Polyadenylation of male germ cell mRNAs is unusual, exhibiting increased alternative polyadenylation, decreased AAUAAA polyadenylation signal use, and reduced downstream sequence element dependence. CstF-64, the RNA-binding component of the cleavage stimulation factor (CstF), interacts with pre-mRNAs at sequences downstream of the cleavage site. In mammalian testes, meiotic XY-body formation causes suppression of X-linked CstF-64 expression during pachynema. Consequently, an autosomal paralog, CstF-64 (gene name Cstf2t), is expressed during meiosis and subsequent haploid differentiation. Here we show that targeted disruption of Cstf2t in mice causes aberrant spermatogenesis, specifically disrupting meiotic and postmeiotic development, resulting in male infertility resembling oligoasthenoteratozoospermia. Furthermore, the Cstf2t mutant phenotype displays variable expressivity such that spermatozoa show a broad range of defects. The overall phenotype is consistent with a requirement for CstF-64 in spermatogenesis as indicated by the significant changes in expression of thousands of genes in testes of Cstf2t ؊/؊ mice as measured by microarray. Our results indicate that, although the infertility in Cstf2t ؊/؊ males is due to low sperm count, multiple genes controlling many aspects of germ-cell development depend on CstF-64 for their normal expression. Finally, these transgenic mice provide a model for the study of polyadenylation in an isolated in vivo system and highlight the role of a growing family of testis-expressed autosomal retroposed variants of X-linked genes.spermatogenesis ͉ oligoasthenoteratozoospemia ͉ meiosis ͉ XY body ͉ meiotic sex chromosome inactivation P olyadenylation, the process of mRNA 3Ј end formation, is required for the synthesis, transport, translation, and stability of eukaryotic mRNAs (1, 2). Although polyadenylation is nearly universal, features of polyadenylation are different in mammalian male germ cells than in other tissues: male germ cell mRNAs exhibit increased alternative polyadenylation (3, 4), decreased use of the AAUAAA polyadenylation signal (5, 6), and reduced dependence on downstream sequence elements (DSEs) (7). These differences suggest a modified mechanism for polyadenylation in male germ cells.While examining these differences, we discovered CstF-64 (8), which is a paralog of the 64,000 M r subunit of the cleavage stimulation factor (CstF-64) (9-11). CstF-64 is expressed in nuclei of early spermatogenic cells (5, 12). However, because it is on the X chromosome, CstF-64 expression halts in pachytene spermatocytes because of meiotic sex chromosome inactivation (MSCI) (13). In contrast, CstF-64 expression begins in pachytene spermatocytes and continues in spermatocytes and early spermatids (refs. 5 and 12; summarized in Fig. 1). CstF-64 is the only known CstF-64 homolog expressed during male meiosis, thus making it a candidate to play a critical role in sper...