The G protein-coupled thyrotropin-releasing hormone (TRH) receptor is phosphorylated and binds to -arrestin after agonist exposure. To define the importance of receptor phosphorylation and -arrestin binding in desensitization, and to determine whether -arrestin binding and receptor endocytosis are required for receptor dephosphorylation, we expressed TRH receptors in fibroblasts from mice lacking -arrestin-1 and/or -arrestin-2. Apparent affinity for [ 3 H]MeTRH was increased 8-fold in cells expressing -arrestins, including a -arrestin mutant that did not permit receptor internalization. TRH caused extensive receptor endocytosis in the presence of -arrestins, but receptors remained primarily on the plasma membrane without -arrestin. -Arrestins strongly inhibited inositol 1,4,5-trisphosphate production within 10 s. At 30 min, endogenous -arrestins reduced TRH-stimulated inositol phosphate production by 48% (-arrestin-1), 71% (-arrestin-2), and 84% (-arrestins-1 and -2). In contrast, receptor phosphorylation, detected by the mobility shift of deglycosylated receptor, was unaffected by -arrestins. Receptors were fully phosphorylated within 15 s of TRH addition. Receptor dephosphorylation was identical with or without -arrestins and almost complete 20 min after TRH withdrawal. Blocking endocytosis with hypertonic sucrose did not alter the rate of receptor phosphorylation or dephosphorylation. Expressing receptors in cells lacking G␣ q and G␣ 11 or inhibiting protein kinase C pharmacologically did not prevent receptor phosphorylation or dephosphorylation. Overexpression of dominant negative G protein-coupled receptor kinase-2 (GRK2), however, retarded receptor phosphorylation. Receptor activation caused translocation of endogenous GRK2 to the plasma membrane. The results show conclusively that receptor dephosphorylation can take place on the plasma membrane and that -arrestin binding is critical for desensitization and internalization.The type 1 thyrotropin-releasing hormone (TRH) 2 receptor is a seven-transmembrane helix protein that regulates thyroid stimulating hormone and prolactin release from the anterior pituitary. Upon exposure to agonist, the TRH receptor stimulates phospholipase C through coupling to the GTP-binding proteins G␣ q or G␣ 11 , leading to the formation of inositol 1,4,5-trisphosphate (IP 3 ) and the subsequent release of Ca 2ϩ from the endoplasmic reticulum. This signaling pathway ultimately leads to the release of thyroid stimulating hormone and is essential for proper thyroid function and targeted deletion of the type 1 TRH receptor results in hypothyroidism (1).When activated, most G protein-coupled receptors (GPCRs) undergo phosphorylation, which is followed by receptor interaction with -arrestins and desensitization and endocytosis (2). Phosphorylation is carried out by second messenger-activated kinases, such as protein kinase C, or by G protein-coupled receptor kinases (GRKs). Less is known about dephosphorylation, but it is believed to be a crucial step in the resensit...