Connective tissue cells in mechanically active environments survive applied physical forces by modifying actin cytoskeletal structures that stabilize cell membranes. In fibroblasts, tensile forces induce the expression of filamin-A, a mechanoprotective actin-binding protein, but the mechanisms and protein interactions by which force activates filamin-A transcription are not defined. We found that in fibroblasts, application of tensile forces through collagen-coated magnetite beads to cell surface beta(1) integrins induced filamin-A expression. This induction required actin filaments and selective activation of the p38 mitogen-activated protein kinase. Force promoted the redistribution of p38 to the integrin/bead locus and the nucleus as well as enhanced binding of the transcription factor Sp1 to proximal, regulatory domains of the filamin-A promoter. Force application increased association of Sp1 with p38 and phosphorylation of Sp1. Transcriptional activation of filamin-A in force-treated fibroblasts was subsequently mediated by Sp1-binding sites on the filamin-A promoter. These results provide evidence for a mechanically coupled transcriptional circuit that originates at the magnetite bead/integrin locus, activates p38, tethers p38 to actin filaments, promotes binding of p38 to Sp1 in the nucleus, and induces filamin-A expression.