Objective: Varicocele are a common cause of male infertility but the underlying mechanism remains unclear. Varicocele affect maximally the latest stages of spermatogenesis. Bilateral degenerative testicular changes are frequently observed in infertile men with left varicocele (LV), suggesting that factors in addition to varicocele contribute to the production of the infertile state. One co-factor is an elevation in left testicular cadmium (Cd2+) levels, leading sequentially to aberrant splicing (deletions of exons 7 and/or 8) of testis-specific L-type calcium channel (L-VDCC) 1 subunit mRNA (controlling metal ion sensitivity), loss of actin and increased germ cell apoptosis. Since calcium is involved in these three events, an alteration in calcium homeostasis is implicated in impaired spermatogenesis in LV. Our goal was to determine whether affects of altered calcium homeostasis appear in the contralateral testis. Design: Cd2+ levels, L-VDCC 1C mRNA sequence, the presence of cAMP response element modulator (CREM) and transition protein-1 (TP1) mRNAs, CREM antigenic epitopes and apoptosis were assessed in bilateral testicular biopsies (TB) from men with LV and men with bilateral varicocele (BLV). TB from men with obstructive azoospermia (OA) served as control. Materials/Methods: Under an IRB-approved protocol, TB were obtained by percutaneous needle aspiration biopsy (BLV, n = 16; LV, n = 17; OA, n = 6). Cd2+ levels were determined by atomic absorption. RNA from each biopsy was used as a template in reverse transcription-polymerase chain reactions (RT-PCR) with primers designed to amplify (1) L-VDCC 1C subunit exons 6–9, (2) transactivator form of the transcription factor CREM, CREM, and (3) exons 1–2 of TP1 (a marker for completion of meiosis and the presence of round spermatids). Apoptosis in TB sections was quantified using terminal deoxynucleotidyl transferase-mediated deoxyuridine triphosphate-biotin nick-end labeling (TUNEL). CREM antigenic epitopes were localized in serial sections by immunohistochemistry. Results: Cd2+ concentrations in left and right TB from individual patients were similar (Signed rank test, P = 0.760, NS). Both LV and BLV TB could be divided into two subgroups (“normal” and “high”) using an OA TB threshold value (“normal”, <0.368 ng/mg dry wt). Comparing the LV groups with the corresponding BLV groups, Cd2+ concentrations did not differ (Mann-Whitney test, P = 0.692, NS). In all cases, elevated Cd2+ levels correlated with increased germ cell apoptosis (t-test, p <0.0001) and with deletions in exons 7 and/or 8 L-VDCC 1C transcripts (t-tests; left testis, p <0.002; right testis, p <0.0008). CREM protein and transcripts were not detectable in left or right testes in LV or BLV from subjects with “high” Cd2+ levels but, unexpectedly, TP1 transcripts were present. Conclusions: These data indicate the presence of bilateral molecular defects in men with LV. The histological findings in these TB are reminiscent of those in CREM knock-out mice. CREM is a key transcriptional regulator of post-meiotic gene expression which is activated by calcium-modulated phosphorylation. By analogy to CREM knock-outs, the absence of CREM suggests that modulation of calcium homeostasis may be responsible for reduction in sperm number, motility and morphology seen in varicocele as well as arrest of spermatogenesis primarily at the spermatid stage. Supported by: NIH Grant No. ES 10496 to SB.