Secretory vesicles are used during spermatogenesis to deliver proteins to the cell surface. In Caenorhabditis elegans, secretory membranous organelles (MO) fuse with the plasma membrane to transform spermatids into fertilization-competent spermatozoa. We show that, like the acrosomal vesicle of mammalian sperm, MOs undergo acidification during development. Treatment of spermatids with the V-ATPase inhibitor bafilomycin blocks both MO acidification and formation of functional spermatozoa. There are several spermatogenesis-defective mutants that cause defects in MO morphogenesis, including spe-5. We determined that spe-5, which is on chromosome I, encodes one of two V-ATPase B paralogous subunits. The spe-5 null mutant is viable but sterile because it forms arrested, multi-nucleate spermatocytes. Immunofluorescence with a SPE-5-specific monoclonal antibody shows that SPE-5 expression begins in spermatocytes and is found in all subsequent stages of spermatogenesis. Most SPE-5 is discarded into the residual body during spermatid budding, but a small amount remains in budded spermatids where it localizes to MOs as a discrete dot. The other V-ATPase B subunit is encoded by vha-12, which is located on the X chromosome. Usually, spe-5 mutants are self-sterile in a wild-type vha-12 background. However, an extrachromosomal transgene containing wild-type vha-12 driven by its own promoter allows spe-5 mutant hermaphrodites to produce progeny, indicating that VHA-12 can at least partially substitute for SPE-5. Others have shown that the X chromosome is transcriptionally silent in the male germline, so expression of the autosomally located spe-5 gene ensures that a V-ATPase B subunit is present during spermatogenesis. V ESICULAR organelles in eukaryotic cells frequently maintain an acidic pH (reviewed by Paroutis et al. 2004) that is created by the vacuolar H+-ATPase (V-ATPase). The V-ATPase is a large (910-kDa) molecular machine that couples ATP hydrolysis to the movement of protons across biological membranes. The V-ATPase has a V 0 -sector that creates the pore-for-proton translocation through the lipid bilayer and a V 1 -sector, located in the cytoplasm, that is the site of ATP hydrolysis. Each V-ATPase holoenzyme is composed of 14 different subunits, some of which are present in multiple copies (reviewed by Toei et al. 2010). In yeast, there is one gene for each V-ATPase subunit, except for the "a" subunit, which is encoded by two genes (reviewed by Kane 2006). The physiological properties of the V-ATPase are in part determined by which of these two "a" subunits it contains (Kawasaki-Nishi et al. 2001). In humans and other animals, the "a" and other V-ATPase subunits are encoded by more than one gene (reviewed by Toei et al. 2010). Subunit diversity presumably allows the V-ATPase to be either customized for a specific function or utilized in a tissuespecific fashion.In this article, we use pH-sensitive vital dyes and specific inhibitors to show that sperm-specific MOs use the V-ATPase to acidify their interior a...