NADPH oxidase is an O 2 · Ϫ -generating enzyme found in phagocytes such as neutrophils. It is composed of a membrane-bound cytochrome b, the cytosolic proteins p67 phox , p47 phox , p40 phox , and the G-protein p21rac. The system is dormant in resting cells but acquires catalytic activity on exposure to appropriate stimuli. Cytochrome b, p67 phox , p47 phox , and rac2 associate with the cytoskeleton and membrane skeleton of activated neutrophils. It is not known whether p40 phox associates with the cytoskeleton. The purpose of this study was to analyze the subcellular distribution of p40 phox . When resting neutrophils were lysed in Triton X-100 or octyl glucoside buffer and separated into detergent-soluble and detergent-insoluble fractions, p40 phox and p67 phox were mainly associated with the detergent-insoluble fraction (defined as the cytoskeleton), whereas p47 phox was mainly found in the soluble fraction. Neutrophil activation by phorbol myristate acetate (PMA) induced p47 phox translocation to the cytoskeleton but did not affect the distribution of p40 phox or p67 phox . Using immunofluorescence confocal microscopy, we found that p40 phox colocalized with filamentous actin. In neutrophils from a p67 phox -deficient patient with detectable p40 phox , p40 phox associated with the cytoskeleton only after activation by PMA. A complex containing the three proteins was isolated from the cytoskeleton of activated neutrophils. When activated membranes were treated with Triton X-100 buffer, p40 phox , p47 phox , and p67 phox were found in the membrane skeleton enriched in NADPHoxidase activity; some p40 phox and p47 phox was found in the soluble membrane fraction, but no p67 phox was detected. These findings show that p40 phox , like p67 phox and p47 phox , binds to the cytoskeleton and membrane skeleton. In addition, p40 phox can dissociate from p67 phox in activated membranes.