Light activates the elongation of rods within teleost retinas. Rod cell elongation is mediated by actin-dependent length changes of the myoid portion of the inner segment. The actin cytoskeleton of the inner segment consists of filament bundles, which run parallel to the long axis of the rod, from the calycal processes, through the ellipsoid and into the myoid. In isolated rod inner/outer segments (RIS-ROS), myoid elongation was found to occur in the absence of net polymerization of actin into filaments. Outgrowth of actin filaments within the myoid was counterbalanced by a shortening of actin filaments within the calycal processes. In this study, we have further examined light-activated modifications of the rod cytoskeleton using rhodamine-phalloidin to stain actin filaments within retinal cryosections as well as in isolated RIS-ROS. In RIS-ROS isolated from dark-adapted green sunfish, the phalloidin-stained calycal processes appeared as long, brush-like structures, averaging 4·2 μm in length. In light-cultured RIS-ROS populations, the calycal process actin cytoskeleton shortened from 4·2 μm to 1·7 μm. In control, dark-cultured populations, RIS-ROS that did not elongate maintained long calycal process actin cytoskeletons. However, in cases where dark-cultured RIS-ROS did elongate, despite the absence of a light stimulus, myoid elongation was accompanied by a shortening of the calycal process actin cytoskeleton, suggesting that the two events are correlated with one another. In light-adapted green sunfish and in light-cultured retinas from green sunfish and the Midas cichlid, the calycal process cytoskeleton of intact rods shortened by 40–60%. Within the two-tiered retina of green sunfish, shortening of the calycal process cytoskeleton, from 5·1 μm to 2·1–3·1 μm, was only evident in the shorter, inner tier of rods. The calycal process actin cytoskeleton did not appear to shorten within the longer, outer tier of rods; here, stained processes were short, averaging 2·3 μm in length, within dark-adapted retinas. Using scanning and transmission electron microscopy, we present evidence to suggest that the plasmalemmal surface of the calycal processes shortens along with the cytoskeletal actin core. We conclude that calycal processes of teleost rods are dynamic structures which shorten during light-activated myoid elongation.