Abstract We previously found amplification of the Ect-2 proto-oncogene, and higher steady-state levels of ect-2 mRNA and protein, in Ni+2 ion- and MCA-transformed C3H/10T1/2 (10T1/2) mouse embryo fibroblast cell lines. Here, we tested the hypotheses that there were 1) increased steady-state levels of microtubules in Ni+2/MCA-transformed 10T1/2 cell lines, 2) aberrant distributions of microtubules in transformed cell lines, and 3) increases in cross sectional areas of transformed cell lines. Log phase Ni+2 ion- and MCA-transformed and non-transformed 10T1/2 mouse embryo cells were stained separately with fluorescent antibodies to alpha tubulin or beta tubulin, then visualized using confocal microscopy (n=8). The number of microtubules/cell and cross sectional areas of stained cells were quantified using the volocity image analysis program, and ratios of (microtubules in transformed cell lines/microtubules in non-transformed 10T1/2 cells) were determined. In non-transformed 10T1/2 cells, microtubules were distributed homogeneously. In transformed cells, microtubules were often present as large aggregates in cells, and shapes of transformed cells were aberrant compared to shapes of non-transformed 10T1/2 cells. Compared to non-transformed 10T1/2 cells, MCA Cl 16, NiS3A1, NiS7A1 and NiO2C3 cell lines had a 2.1 (p < 0.001), 1.5 (p > 0.05), 1.8 (p > 0.05) and 1.9 (p < 0.05) fold higher fluorescent intensity for alpha tubulin, respectively. Compared to non-transformed 10T1/2 cells, MCA Cl 16, NiS3A1, NiS7A1 and NiO2C3 had 2.5 (p < 0.05) 1.7 (p<0.05), 1.8 (p>0.05) and 1.1 (p<0.05) fold-higher beta tubulin fluorescence intensity relative to 10T1/2 cells. Transformed cell lines showed 1.9 - 2.5 significant (p<0.1) fold-increases in cross-sectional area compared to non-transformed 10T1/2 cells (n = 8). We concluded MCA-/Ni+2 ion-transformed 10T1/2 cells had higher steady-sate levels of microtubules, present in aberrant distributions, and transformed cells were larger than non-transformed cells. Supported by Grant ES03341 from U. S. N. I. H., funding from the M. S. Program in the Dept. of Molecular Microbiology/Immunology at USC, and discretionary funding, to JRL. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 101st Annual Meeting of the American Association for Cancer Research; 2010 Apr 17-21; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2010;70(8 Suppl):Abstract nr 3466.