ϩ -ATPase (V-ATPase) in their apical membrane and are major contributors to proton secretion. We showed that this process is regulated via recycling of V-ATPase-containing vesicles. We now report that RhoA and its effector ROCKII are enriched in rat epididymal clear cells. In addition, cortical F-actin was detected beneath the apical membrane and along the lateral membrane of "resting" clear cells using a pan-actin antibody or phalloidin-TRITC. In vivo luminal perfusion of the cauda epididymal tubule with the ROCK inhibitors Y27632 (10 -30 M) and HA1077 (30 M) or with the cell-permeable Rho inhibitor Clostridium botulinum C3 transferase (3.75 g/ml) induced the apical membrane accumulation of V-ATPase and extension of V-ATPase-labeled microvilli in clear cells. However, these newly formed microvilli were devoid of ROCKII. In addition, Y27632 (30 M) or HA1077 (30 M) decreased the ratio of F-actin to G-actin detected by Western blot analysis in epididymal epithelial cells, and Y27632 also decreased the ratio of F-actin to G-actin in clear cells isolated by fluorescence activated cell sorting from B1-enhanced green fluorescence protein (EGFP) transgenic mice. These results provide evidence that depolymerization of the cortical actin cytoskeleton via inhibition of RhoA or its effector ROCKII favors the recruitment of V-ATPase from the cytosolic compartment into the apical membrane in clear cells. In addition, our data suggest that the RhoA-ROCKII pathway is not locally involved in the elongation of apical microvilli. We propose that inhibition of RhoA-ROCKII might be part of the intracellular signaling cascade that is triggered upon agonist-induced apical membrane V-ATPase accumulation.actin; proton pump; luminal acidification; proton ATPase; epididymis SEVERAL SPECIALIZED biological tissues, such as kidney tubules (8 -10, 66), the male reproductive tract (1,6,32,33,43,57), the inner ear (27, 59) salivary glands (51, 65), and osteoclasts (30, 52) establish an acidic extracellular local environment. These tissues all have in common a high expression of the proton pumping V-ATPase, which is localized in the plasma membrane of specialized acidifying cells. In the male reproductive tract, luminal acidification is a critical process for sperm maturation and for their storage in a quiescent state. We have shown that the V-ATPase localizes in the apical membrane of clear cells in the epididymis (2,3,6,42,43,57) and that these cells are important players in luminal acidification, especially in the distal region of the epididymis, where they are present in high numbers. Impairment of the acidification process in the epididymis, either by genetic mutations or environmental factors, such as the heavy metal cadmium, reduces male fertility (4,5,11,22,64).We have shown previously that luminal bicarbonate via bicarbonate-regulated adenylyl cyclase (sAC)-dependent intracellular cAMP production (42), or luminal angiotensin II via the nitric oxide (NO)/soluble guanylate cyclase (sGC)-dependent pathway (57), induce the apical membrane ...