Abstract. Rat peritoneal mast cells, both intact and permeabilized, have been used widely as model secretory cells. GTP-binding proteins and calcium play a major role in controlling their secretory response. Here we have examined changes in the organization of actin filaments in intact mast cells after activation by compound 48/80, and in permeabilized cells after direct activation of GTP-binding proteins by GTP-'y-S. In both cases, a centripetal redistribution of cellular F-actin was observed: the content of F-actin was reduced in the cortical region and increased in the cell interior. The overall F-actin content was increased.Using permeabilized cells, we show that AIF4-, an activator of heterotrimeric G proteins, induces the disassembly of F-actin at the cortex, while the appearance of actin filaments in the interior of the cell is dependent on two small GTPases, rho and rac. Rho was found to be responsible for de novo actin polymerization, presumably from a membrane-bound monomeric pool, while rac was required for an entrapment of the released cortical filaments. Thus, a heterotrimeric G-protein and the small GTPases, rho and rac, participate in affecting the changes in the actin cytoskeleton observed after activation of mast cells.T HE activation of cell surface receptors leads to a multiplicity of responses, such as movement, secretion, mitosis, or phagocytosis. Most of these are accompanied by changes in the organization of the cytoskeleton. In secretory cells, such cytoskeletal reorganizations have been suggested to play a role in granule migration and in regulating the access of secretory vesicles to the plasma membrane, as well as endocytotic events after exocytosis (Burgoyne and Cheek, 1985;Linstedt and Kelly, 1987;Sontag et al., 1988).Cytoskeletal changes after cell activation have been attributed to changes in pH, Ca 2÷ or phosphorylation (Downey and Grinstein, 1989, Del Castillo et al., 1992, Stossel, 1989Downey et al., 1992) and also to the activation of GTPbinding proteins (Hall, 1992). The latter can work indirectly, via the production of second messengers (such as an increase in Ca2+i, cAME cGMP, or activation of protein kinase C) or via the increased turnover of phosphoinositides, which have been shown to bind to and regulate many actin-binding proteins (Lassing and Lindberg, 1988). However, evidence for direct control of microfilaments by GTPases is accumulating. In electropermeabilized neutrophils, GTP-3~-S was found to induce an increase in F-actin content, even when phospholipase C activity was inhibited (Bengtsson et al., 1990;Therrien and Naccache, 1989 cumulates at cell surface projections directed towards the chemoattractant, has sequence similarities with the/3 subunit of heterotrimeric G-proteins (de Hostos et al., 1991). These/3 subunits have also been found to be associated with the cytoskeleton of mouse lymphoma cells (Carlson et al., 1986). More recently, microinjection studies with cultured fibroblasts showed that two ms-related small GTPases, rho and rac, are essential for the ...