Certain membrane proteins are rapidly regulated by endocytotic retrieval or exocytotic insertion. We have shown that phorbol myristate acetate (PMA), acting via protein kinase C (PKC), downregulates multiple basolateral transport sites in intestinal epithelia. AIM: to examine whether PKC enhances membrane retrieval and to define a possible role for the actin cytoskeleton and the PKC-regulated actin crosslinker MARCKS (__myristolated ~lanine-_rich _C_ kinase substrate). METHODS: Endocytosis was estimated by uptake of FITC-dextran (FD) from either the apical or basolateral side of confluent T84 monolayers grown on permeable supports. Exocytosis was estimated by efflux of FD from pre-loaded cells. *P 100, 0.1-1000 nM PMA, 20-120 min exposure; e.g., 6 min basolateral uptake of FD=245 +-24 (% control) after 1 hr exposure to 10nM PMA, n=9*. Two additional phorbol esters, as well as bryostatin-1 and the diacylglycerol analogue nAG (which all activate PKC) also increased basolateral endocytosis (*), but the PKC-inactive 4et-PMA did not (n=3-12). PMA decreased basolateral exocytosis to 75 +--1% control and stimulated apical exocytosis to 127 ± 5% (n=23). PMA's effect on basolateral endocytosis was blocked by putative PKC inhibitors including staurosporine, calphostin C, rottlerin, and a PKCo~ pseudosubstrate peptide (*).Role of F-actin: PMA remodeled basolateral F-actin in a manner resembling previous findings with the actin disassembler cytochalasin D (CD). Like PMA, CD enhanced basolateral endocytosis (329-+ 56% control, n=3*) and stimulated apical exocytosis (156 +-2%, n=3*). PMA-stimulated endocytosis was blocked by the F-actin stabilizer jasplakinolide (n=3*). Role ofMARCKS: MARCKS was fiuorescently immunolocalized in a punctate distribution at the basolateral pole of monolayers grown on optically clear filters and, by immunoprecipitation, was membrane-associated. In response to PMA, MARCKS visually and biochemically redistributed to the cytosolic compartment/fraction. A myristolated peptide corresponding to the phosphorylation site domain of MARCKS inhibited the PMA effect on endocytosis (n=3*). CONCLUSIONS: PKC selectively enhances basolateral membrane retrieval in model polarized intestinal epithelia by an F-actin dependent mechanism that may involve MARCKS. This may represent a general mechanism whereby PKC regulates surface expression of proteins that participate in membrane recycling pathways. supported by NIH DK48010 and DK51630.