Transformations of sperm nuclei incorporated into sea urchin (Arbacia punctulata) embryos at different stages of the cell cycle. In order to test the hypothesis that regulators of male pronuclear development may have a more general role, sharing some relation to factors involved with the cell cycle, Arbacia zygotes and 2- to 8-cell stage embryos were inseminated during different phases of the cell cycle and examined by light and electron microscopy. Differences in the development and morphology of fertilization cones and sperm asters were observed in embryos inseminated during different stages of the cell cycle. Extremely large fertilization cones, approximately four times the length of those found in fertilized eggs, formed in embryos inseminated during metaphase to telophase. Sperm asters developed only in embryos inseminated during prophase to anaphase. These variations are believed to reflect changes in the status of the cortex and cytoskeletal system of the embryo. Although sperm nuclei underwent morphological changes subsequent to incorporation, in general, they failed to develop into male pronuclei. There was a consistent correlation in sperm nuclear transformations and the cell cycle which was expressed in two patterns of morphogenesis: (1) sperm nuclei incorporated into embryos just prior to prophase and at telophase failed, for the most part, to disperse and transformed into aggregations of chromatin granules approximately 40 nm in diameter; and (2) sperm nuclei incorporated into prometaphase-anaphase embryos dispersed and then condensed into chromatin masses, morphologically similar to chromosomes of the embryo. Evidence is discussed which indicates that following the normal period of fertilization changes occur in the zygote, rendering it unable to fully support the transformation of sperm nuclei into male pronuclei.