Motile nonmuscle cells concentrate phosphatidylinositol 3,4,5-trisphosphate (PtdIns(3,4,5)P 3 ) and phosphatidylinositol 4,5-bisphosphate (PtdIns(4,5)P 2 ) in areas of new actin filament assembly. There is great interest in assessing the in vivo functional significance of these phosphoinositides, and we have used Listeria monocytogenes to explore the contribution of PtdIns(3,4,5)P 3 and PtdIns(4,5)P 2 to its actin-based motility. In Listeria-infected PtK2 cells Aktpleckstrin homology (PH)-green fluorescent protein (GFP) and phospholipase C␦ (PLC␦)-PH-GFP both first concentrate at the front of motile Listeria, subsequently surrounding the bacterium and then concentrating in the actin filament tail. Surprisingly, Listeria ActA mutant strains lacking the putative phosphoinositide binding site are also able to concentrate these probes. Reduction of available PtdIns(3,4,5)P 3 by expression of Akt-PH-GFP and available PtdIns(4,5)P 2 by expression of PLC␦-PH-GFP both significantly slow Listeria actin-based movement. Treatment of cells with the PI 3-kinase inhibitor, LY294002, dissociates Akt-PH but not PLC␦-PH, from the bacterial surface and cell membranes, and results in near complete inhibition of Listeria actin-based motility and filopod formation. Removal of LY294002 results in rapid and full recovery of Akt-PH localization, Listeria actin-based motility, and filopod formation. These findings suggest that PtdIns(4,5)P 2 is concentrated at the surface of Listeria and serves as the substrate for PtdIns(3,4,5)P 3 production, indicating a central role for PI 3-kinases in Listeria intracellular actinbased motility and filopod formation.The onset of actin-based cell motility in nonmuscle cells is signaled by the increased turnover of phosphoinositides, and phosphoinositides are known to interact with and regulate multiple actin-binding proteins, kinases, and guanine nucleotide exchange factors (1, 2). Following exposure to various agonists that stimulate cell migration, plasma membrane PtdIns(4,5)P 2 1 is converted to PtdIns(3,4,5)P 3 , which is then concentrated at the leading edge of the cell membrane. The accumulation of PtdIns(3,4,5)P 3 at these sites is associated with the formation of new actin filaments (3). The mechanisms by which these lipid products induce actin assembly are under active investigation and include the uncapping of actin filaments and stimulation of actin nucleation (2). The shape changes associated with chemotaxis, cell spreading, and phagocytosis are complex and make analysis of rates and directionality of actin assembly difficult. Furthermore, these events involve several steps of receptor-mediated signal transduction. Listeria intracellular infection and movement is a particularly useful model for examining the parameters of in vivo actin assembly, allowing discrete temporal and spatial resolution of actin filament formation. Intracellular Listeria infection of tissue culture cells is accomplished by simply overlaying the bacteria on the surface of host cells. Internalins found on the surface...