Effects of pH and egg water on the respiration of sea-urchin spermatozoa were polarographically studied in three sea-urchins and one starfish species. Sea-urchin sperm respiration is extremely sensitive to change in the pH of the suspending medium over a wide range. In normal-sea water, the pH of the sperm suspension decreased from 8.02 to 7.62, after four to five minutes' incubation at 18 degrees C. The Respiratory Dilution Effect could be recognized in the same medium. However, when sea water was buffered with HEPES at pH 8.2, the Effect was no longer observed. The diffusate from egg water (jelly coat solution) brought about a striking increase in the respiration when added to moderately respiring spermatozoa in HEPES-sea water of pH values lower than 7.9. No inccrease in the respiration was observed when the diffusate was added to vigorously respiring spermatozoa in HEPES-sea water of pH values higher than 8.2. Sperm motility was also inhibited by acid pH, and this inhibition was reversed by the addition of the diffusate. It does not seem that there is any species-specificity among three sea-urchins and one starfish used. The role of the diffusate is discussed in relation to the penetration of spermatozoa through the jelly coat to the egg surface.