Talin is a cytoskeletal protein that binds to integrin  cytoplasmic tails and regulates integrin activation. Talin1 ablation in mice disrupts gastrulation and causes embryonic lethality. However, the role of talin in mammalian epithelial morphogenesis is poorly understood. Here we demonstrate that embryoid bodies (EBs) differentiated from talin1-null embryonic stem cells are defective in integrin adhesion complex assembly, epiblast elongation, and lineage differentiation. These defects are accompanied by a significant reduction in integrin 1 protein levels due to accelerated degradation through an MG-132-sensitive proteasomal pathway. Overexpression of integrin 1 or MG-132 treatment in mutant EBs largely rescues the phenotype. In addition, epiblast cells isolated from talin1-null EBs exhibit impaired cell spreading and focal adhesion formation. Transfection of the mutant cells with green fluorescent protein (GFP)-tagged wild-type but not mutant talin1 that is defective in integrin binding normalizes integrin 1 protein levels and restores focal adhesion formation. Significantly, cell adhesion and spreading are also improved by overexpression of integrin 1. All together, these results suggest that talin1 binding to integrin promotes epiblast adhesion and morphogenesis in part by preventing integrin 1 degradation.Talin is a 270-kDa adaptor protein that is localized predominantly in macromolecular complexes formed at the junctions between cells and the extracellular matrix (ECM) where it has been shown to connect the integrin family of cell adhesion molecules to the actin cytoskeleton (4,9,20,43,50). In addition, talin is thought to be a key regulator of integrin activation (1, 45), and small interfering RNA (siRNA)-mediated knockdown of talin in various cell lines reduced the affinity of 1 and 3 integrins for their ligands (47). In vivo, conditional deletion of the talin1 gene in mouse platelet precursors inhibited ligand-induced ␣IIb3 integrin activation and platelet aggregation, leading to impaired hemostasis in the whole animal (13,36,40). Similarly, in B-lymphocytes, talin1 is required for ␣41 (VLA-4) and ␣ L 2 (LFA-1) integrin activation and thereby for homing to lymph nodes and bone marrow (31).At the organismal level, talin is required for embryonic development and tissue morphogenesis. In Caenorhabditis elegans, RNA interference-induced talin suppression impaired distal tip cell migration and disrupted the muscle actin cytoskeleton, leading to gonad malformation and paralysis (8). In Drosophila melanogaster, talin is concentrated at the muscle attachment site in an integrin-dependent manner. Talin-null mutants die during embryogenesis, displaying a muscle detachment phenotype similar to that conferred by integrin-null mutations (3). In these invertebrates, talin functions mainly to link ECM-bound integrins to the actin cytoskeleton during tissue morphogenesis and maintenance (15). The mutant phenotype is evident when the actin cytoskeleton is under stress conditions, such as muscle contraction an...