The focal adhesion protein actopaxin contributes to integrin-actin associations and is involved in cell adhesion, spreading, and motility. Herein, we identify and characterize an association between actopaxin and the serine/threonine kinase testicular protein kinase 1 (TESK1), a ubiquitously expressed protein previously reported to regulate cellular spreading and focal adhesion formation via phosphorylation of cofilin. The interaction between actopaxin and TESK1 is direct and the binding sites were mapped to the carboxyl terminus of both proteins. The association between actopaxin and TESK1 is negatively regulated by adhesion to fibronectin, and a phosphomimetic actopaxin mutant that promotes cell spreading also exhibits impaired binding to TESK1. Binding of actopaxin to TESK1 inhibits TESK1 kinase activity in vitro. Expression of the carboxyl terminus of actopaxin has previously been reported to retard cell spreading. This effect was reversed following overexpression of TESK1 and was found to be dependent on an inability of actopaxin carboxyl terminus expressing cells to promote cofilin phosphorylation upon matrix adhesion and caused by retention of TESK1 by this actopaxin mutant. Thus, the association between actopaxin and TESK1, which is likely regulated by phosphorylation of actopaxin, regulates TESK1 activity and subsequent cellular spreading on fibronectin.Integrin-mediated adhesion to the extracellular matrix (ECM) 1 leads to extensive actin reorganization that is regulated predominantly by the Rho family of GTPases, Cdc42, Rac, and Rho, to stimulate formation of the actin-dependent structures filopodia, lamellipodia, and stress fibers, respectively (1). Activated Rho family members interact with numerous effectors, including the p21-associated kinase (PAK), the WiskottAldrich Syndrome protein (WASP), and the Rho-associated kinase (ROCK). PAK and ROCK share some common target proteins, including the LIM kinases (LIMK) (1). Closely related to the LIM family of kinases are TESK1 and TESK2 (testicular protein kinases), which were originally identified in testicular cells but have since been found to be ubiquitously expressed (2-5). Unlike LIMK, regulation of TESK1 activity by Rho GTPases has not been confirmed, although recent studies in Drosophila implicate a role in the Rac pathway associated with both eye development and spermatogenesis (6). However, this kinase has been shown to be activated upon matrix adhesion and is regulated by binding of 8).TESK1, as is the case with LIMK, regulates integrin-dependent focal adhesion assembly and actin organization through phosphorylation of the amino terminus of the F-actin-severing protein cofilin (3). Phosphorylation on serine 3, which is reversed by the serine phosphatases slingshot and chronophin, has been shown to decrease cofilin activity by interfering with its ability to bind F-actin (9 -11). Cofilin is a critical regulator of both growth factor and matrix-dependent actin reorganization, affecting lamellipodia formation, cell spreading, motility, and polarit...