Ultrastructural changes during spermiogenesis in the flatworm, Notoplana japonica were studied with special attention to organizing process of an acrosome and flagella. During spermiogenesis, the Golgi complex develops conspicuously but it fails to organize the structure of an acrosomal vesicle. Consequently, no acrosome is formed at the apex of the sperm. As a substitute for an acrosomal structure, the slender process at the tip of the mature sperm is prominently occupied with glycogen granules. The axoneme of the flagellum is formed from the basal body in the protrusion which is juxtaposed to the nucleus of the early spermatid. Two flagella associated with an electron-dense structure (EDS) extend superficially from the spermatid body in opposite directions. Progressively, they take an acute angle to each other and finally run alongside the sperm body. The axoneme consits of nine peripheral doublets with arms, a central cylinder containing an electron dense core, a less dense intermediate zone and fine spokes between the cylinder and doublets.