In this report, sphingosine-1-phosphate (S1P), a serum-borne bioactive lipid, is shown to activate tight-junction-associated protein Zonula Occludens-1 (ZO-1), which in turn plays a critical role in regulating endothelial chemotaxis and barrier integrity. After S1P stimulation, ZO-1 was redistributed to the lamellipodia and cell-cell junctions via the S1P1/G i /Akt/Rac pathway. Similarly, both endothelial barrier integrity and cell motility were significantly enhanced in S1P-treated cells through the G i /Akt/Rac pathway. Importantly, S1P-enhanced barrier integrity and cell migration were abrogated in ZO-1 knockdown cells, indicating ZO-1 is functionally indispensable for these processes. To investigate the underlying mechanisms, we demonstrated that cortactin plays a critical role in S1P-induced ZO-1 redistribution to the lamellipodia. In addition, S1P significantly induced the formation of endothelial tight junctions. ZO-1 and ␣-catenin polypeptides were colocalized in S1P-induced junctional structures; whereas, cortactin was not observed in these regions. Together, these results suggest that S1P induces the formation of two distinct ZO-1 complexes to regulate two different endothelial functions: ZO-1/cortactin complexes to regulate chemotactic response and ZO-1/␣-catenin complexes to regulate endothelial barrier integrity. The concerted operation of these two ZO-1 complexes may coordinate two important S1P-mediated functions, i.e. migration and barrier integrity, in vascular endothelial cells.Endothelial barrier integrity is an important physiological function of the endothelium in vivo. Dysregulated barrier integrity is implicated in a variety of pathological conditions, such as stroke, inflammation, various immune responses, etc. (1). To elucidate the function and regulation of endothelial barrier integrity, cultured brain microvascular endothelial cells have been widely employed as an in vitro model system to study the blood-brain barrier (BBB) 2 (2). Evidence from these studies indicates that BBB plays a critical role in regulating the homeostatic environment of the brain and the transportation of plasma constituents into brain. Furthermore, it has been shown that severely impaired blood-brain barrier integrity is attributed to the pathological states of various neurological disorders, such as multiple sclerosis (3, 4), Alzheimer disease (5, 6), and human immunodeficiency virus-1-associated encephalitis or dementia (7,8).Sphingosine 1-phosphate (S1P), a serum-borne bioactive lipid mediator secreted by activated platelets (9), enhances barrier formation in cultured pulmonary endothelial cells (ECs) (10). However, the molecular details for the formation and maintenance of endothelial barrier integrity are poorly understood. It was recently reported that the association of cortactin, an F-actin cross-linking polypeptide, and myosin light chain kinase is crucial in S1P-enhanced endothelial barrier integrity (11). Furthermore, it is well documented that tight junctions are important in regulating BBB formation...