Abstract. We have characterized the structure and function of RNA sequences that direct B-cytoplasmic actin mRNA to the cell periphery were mapped to two segments of 3'-untranslated region by expression of LacZ/B-actin chimeric mRNAs in chicken embryo fibroblasts (CEFs). A 54-nt segment, the "RNA zipcode; and a homologous but less active 43-nt segment each localized B-galactosidase activity to the leading lamellae. This zipcode contains the full activity, and mutations or deletions within it reduce, but do not eliminate, its activity, indicating that several motifs contribute to the activity. Two of these motifs, when multimerized, can regenerate almost full activity. These sequences are highly conserved in evolution, since the human/3-actin zipcode, positioned identically in the YUTR localizes equally well in chicken cells. Complementary phosphorothioate oligonucleotides against the zipcode delocalized endogenous/3-actin mRNA, whereas those complementary to the region just outside the zipcode, or sense oligonucleotides, did not. Actin mRNA or protein levels were unaffected by the antisense treatments, but a dramatic change in lamellipodia structure, and actin stress fiber organization was observed using the same antizipeode oligonucleotides which delocalized the mRNA. Hence, discrete 3'UTR sequences direct B-actin isoform synthesis to the leading lamellae and affect cell morphology, presumably through the actin cytoskeleton.TIN is a highly abundant structural constituent of all eukaryotic cells integral to a variety of cellular functions. As a major constituent of the cytoskeleton or myofilaments, it is essential for the maintenance of cell polarity and motility (Bretcher, 1991;Cooper, 1991;Levitt et al