P>Spermatozoa produce increasing levels of reactive oxygen species (ROS) during development. We examined the functional organisation of NOX-2 subunits in developing spermatozoa and its involvement in ROS generation. We found NOX-2 components associated predominantly with caveolin-rich microdomains of sperm head and mid piece membranes. Capacitation in vitro enriched NOX-2 components within the caveolin-positive sperm membrane rafts. Progesterone, but not 17 beta-oestradiol, brought about loss of caveolin and extensive reorganisations in NOX-2 distribution on sperm head microdomains and accompanying activation in the levels of superoxide. The sensitivity of superoxide production by spermatozoa to methyl-beta-cyclodextrin confirms that NOX-2 function in spermatozoa is tightly dependent on raft organisation. We conclude that progesterone-induced reorganisation of NOX-2 components in sperm membrane rafts is critical for sperm functioning.