The cellular damage that spermatozoa encounter at rapid rates of cooling has often been attributed to the formation of intracellular ice although no convincing evidence of intracellular ice formation has ever been obtained. We demonstrate that the high intracellular protein content together with the osmotic shrinkage associated with extracellular ice formation leads to intracellular vitrification of spermatozoa during cooling. At rapid rates of cooling the cell damage to spermatozoa is a result of an osmotic imbalance encountered during thawing, not intracellular ice formation. The osmotic imbalance occurs at rapid cooling rates due to a diffusion limited ice crystallisation in the extracellular fluid, i.e. the amount of ice forming during the cooling is less than expected from the equilibrium phase diagram. This explanation allows insights into other aspects of the cryobiology of spermatozoa and it is anticipated that this understanding will lead to specific improved methods of conventional cryopreservation for mammalian spermatozoa. It is also likely that this model will be relevant to the development of novel technologies for sperm preservation including vitrification and freeze drying. (C) 2011 Elsevier Inc. All rights reserved.