At an early stage in spermiogenesis the acrosomal vacuole and other organdies including ribosomes are located at the basal end of the cell. From here actin must be transported to its future location at the anterior end of the cell. At no stage in the accumulation of actin in the periacrosomal region is the actin sequestered in a membrane-bounded compartment such as a vacuole or vesicle. Since filaments are not present in the periacrosomal region during the accumulation of the actin even though the fixation of these cells is sufficiently good to distinguish actin filaments in thin section, the actin must accumulate in the nonfilamentous state. The membranes in the periacrosomal region, specifically a portion of the nuclear envelope and the basal half of the acrosomal vacuole membrane, become specialized morphologically in advance of the accumulation of actin in this region. My working hypothesis is that the actin in combination with other substances binds to these specialized membranes and to itself and thus can accumulate in the periacrosomal region by being trapped on these specialized membranes. Diffusion would then be sufficient to move these substances to this region. In support of this hypothesis are experiments in which I treated mature sperm with detergents, glycols, and hypotonic media, which solubilize or lift away the plasma membrane. The actin and its associated proteins remain attached to these specialized membranes. Thus actin can be nonrandomly distributed in ceils in a nonfilamentous state presumably by its association with specialized membranes.It is now clear that actin is one of the most common proteins in nonmuscle cells comprising from 10% to 15% of the total protein in cell types such as the amoeba, blood platelets, and cells of the nervous system (see 30 and 38 for references). Unlike those in skeletal muscle, the actin filaments in most nonmuscle cells are transitory, appearing when needed, only to disappear at a later developmental stage. Frequently, these stages are separated by only a minute or two. For example, during cytokinesis filaments now known to be