AbstractWe have studied the development of membrane differentiations in guinea pig spermatids during spermiogenesis, using electron microscopy of thin sections, freeze‐fracturing, and filipin labeling as an indicator of membrane cholesterol distribution. The development of the distinctive membrane specializations closely correlated with the developmental steps of spermatid differentiation. The annulus, the zipper, and the circumferential strands of particles overlying the mitochondrial gyres of the midpiece appeared in the plasma membrane over the tail during the last two steps of spermiogenesis. The outer acrosomal membrane showed trnsient crenations during the acrosome phase and serrations over the equatorial segment of the acrosome during the maturation phase. On the inner nuclear membrane, a depression appeared opposite the inner zone of the acrosome during the Golgi phase and persisted throughout spermiogenesis. The implantation fossa also appeared during this phase, as a bulging on the inner nuclear envelope covered with small membrane particles. By the cap phase, small and large 15–20‐nm particles were present at the implantation‐fossa site, and clusters of 9‐nm particles were seen over the postacrosomal segment of the nuclear envelope. The migration of the nuclear pores began when close contacts were established between adjacent nuclear membranes. It started simultaneously at the anterior pole and the implantation fossa and later progressed over the segment of membrane between the caudal margin of the acrosome and the posterior ring. By the maturation phase, the nuclear pores had migrated to the redundant nuclear envelope.After filipin labeling, a gradient was visible in the distribution of the cholesterol‐filipin complexes, decreasing from the plasma membrane to the nuclear membrane. Within the same membrane, cholesterol distribution varied from one pole of the cell to the other. On the differentiations of the plasma membrane over the tail, cholesterol‐filipin complexes were absent, but they were profuse in the membrane over the head. In the acrosomal membrane, the complexes were gathered in clumps associated with the crenations. They became fewer in the rostral segment but remained moderate in the caudal equatorial segment as spermiogenesis proceeded. The nuclear membrane contained cholesterol‐free regions opposite the inner acrosome and at the site of the implantation fossa. Otherwise, the acrosomal segment of the nuclear envelope demonstrated a homogeneous distribution of cholesterol‐filipin complexes, while the postacrosomal segment showed small clumps of complexes adjacent to nuclear pores. We propose that each of the spermatid cell membranes is not an autonomous system, but is dependent upon its exchanges with the immediate external environment under the one side of the membrane and its close coupling to the internal environment (i.e., membrane‐associated structures: annulus, zipper, etc.) under the otehr side of the membrane. We suggest that the cholesterol in spermatid cell membranes contributes to the establishment of their mosaicism and regulates the modeling of the spermatid by modulating the internal fluidity of individual membrane segments during spermiogenesis.