We have identified a novel member of the Ndr subfamily of serine/threonine protein kinases, Ndr2, as a gene product that is induced in the mouse amygdala during fear memory consolidation and examined a possible function of this kinase in neural differentiation. Expression of Ndr2 mRNA was detected in various cortical and subcortical brain regions, as well as non-neuronal tissues. Its expression in the amygdala was increased 6 h after Pavlovian fear conditioning training and returned to control levels within 24 h. To study intracellular localization and functions of Ndr2, EGFP::Ndr2 fusion proteins were expressed in rat pheochromocytoma (PC12) cells and acutely isolated cortical neurons, thereby revealing an association of Ndr2 with the actin cytoskeleton in somata, neurites and filopodia, in spines and at sites of cell contact. Co-precipitation and pulldown experiments support this finding. Evidence for an involvement of Ndr2 in actin-mediated cellular functions further comes from the observation of decreased cell spreading and changes in neurite outgrowth that were associated with protein serine phosphorylation in transfected PC12 cells. Together, our data suggest that Ndr2 is an interesting candidate gene for the regulation of structural processes in differentiating and mature neuronal cells.Stimulus-dependent modifications of cell structure and connectivity in the central nervous system are basic elements of long term memory formation. Protein kinases and protein phosphatases are key regulators of these processes, which they control and co-ordinate through the phosphorylation and/or dephosphorylation of neurotransmitter receptors and ion channels, cytoskeleton elements, cell surface molecules, and transcription factors (1).We have employed a classic fear conditioning paradigm to isolate candidate genes involved in memory-related functions in the brain (2). Fear conditioning is highly amenable to cellular and molecular approaches to learning and memory, because conditioned subjects (a) very quickly learn to associate a previously neutral sensory stimulus (conditional stimulus) and an aversive, unconditional stimulus during fear conditioning training and (b) develop a robust and easily measurable long term memory after a single training session. Moreover, the neuronal circuits and cellular mechanisms that underlie classic fear conditioning have been investigated in detail (reviewed in Ref.3). These conceptual and technical advantages have allowed researchers to show that, among other factors, protein kinase A, mitogen-activated protein kinase and calcium/calmodulin-dependent kinases are critical for fear conditioning (summarized in Ref. 4). Some of these protein kinase activities could even be tracked down to the amygdala (5-7). Recent evidence further suggests an involvement of Rho-mediated signaling pathways and the Rho-associated kinase (p160 ROCK ) in amygdala plasticity after fear conditioning (8). This pathway may be of particular importance, because it controls actinmediated changes in dendrite and spine...