Scanning electron microscopy was employed to examine the manner of association between in vitro capacitated spermatozoa and zona-free eggs of the hamster. Spermatozoa with intact acrosomes, which were unable to fuse with eggs, were seen in general associated with egg microvilli in the region of the acrosomal cap. Acrosome-reacting spermatozoa were seen associated with egg microvilli with the dissociating acrosomal caps. Acrosome-reacted spermatozoa, which were able to fuse with eggs, generally associated with egg microvilli by the equatorial segment and the anterior portion of the postacrosomal region. It is inferred that the completion of the acrosome reaction signals changes in the plasma membrane over the equatorial segment of the acrosome and the anterior area of the postacrosomal region which give it a greater affinity to and fusibility with the oolemma.