Previous studies have demonstrated that co-culture of brushtail possum epididymal spermatozoa with oviduct epithelial cell monolayers prolongs sperm survival and results in the re-orientation of the sperm head and tail to the T-shape (thumbtack) configuration. Transformation of sperm to thumbtack orientation is believed to be associated with marsupial sperm capacitation. Here we report that incubation in oviduct-conditioned media also significantly prolongs sperm survival and results in the transformation of sperm to the thumbtack orientation. The major objective of the current study was to examine the proteins present in the conditioned media, to determine whether any of these proteins specifically bound to sperm and the relationship between these proteins and sperm survival and thumbtack orientation. Co-culturing brushtail possum sperm with biotin-labeled proteins in conditioned media (CM) from ampulla, isthmus and uterine explants demonstrated strong binding of two proteins of molecular mass 230 and 61 kD and weak binding of nine proteins of molecular mass 200, 180, 120, 140, 55, 52, 48, 34, 30 kD to sperm within 30 min. The binding of the 61-kD protein from the conditioned media appeared specific as increasing concentrations of non-labeled oviduct proteins, but not serum proteins, inhibited the binding of labeled proteins. The binding of oviduct and uterine proteins in the conditioned media significantly prolonged sperm survival and percentage motility and also transformed a large number of sperm to a thumbtack orientation. The implication of binding of these proteins is discussed in the context of sperm survival and capacitation in this species.