In Arenicola marina (Annelida, Polychacta) the oocytes arc arrested in the first prophase stage of meiosis until spawning. Oocyte maturation is under hormonal control: when incubated in vitro in a brain extract oocytes proceed to the first metaphase at which they remain arrested until fertilization. The prophase arrested oocytes can neither be fertilized nor parthcnogenetically activated by ionophore A23187 or 1 M glycerol. On the contrary the metaphase-arrested oocytes can be fertilized and parthenogenetically activated. Fertilizability thus appears during maturation; it seems to be linked to microvilli retraction. A study of spermatozoa "capacitation" and oocyte fertilization or activation is reported. A scanning electron microscope study of early contact and penetration of spermatozoa is presented.