We have previously reported that the epithelial cell-specific actin-binding protein villin directly associates with phosphatidylinositol 4,5-bisphosphate (PIP 2 ) through three binding sites that overlap with actin-binding sites in villin. As a result, association of villin with PIP 2 inhibits actin depolymerization and enhances actin cross-linking by villin. In this study, we demonstrate that these three PIP 2 -binding sites also bind the more hydrophilic phospholipid, lysophosphatidic acid (LPA) but with a higher affinity than PIP 2 (dissociation constant (K d ) of 22 M versus 39.5 M for PIP 2 ). More interestingly, unlike PIP 2 , the association of villin with LPA inhibits all actin regulatory functions of villin. In addition, unlike PIP 2 , LPA dramatically stimulates the tyrosine phosphorylation of villin by c-Src kinase. These studies suggest that in cells, selective interaction of villin with either PIP 2 or LPA could have dramatically different outcomes on actin reorganization as well as phospholipid-regulated cell signaling. These studies provide a novel regulatory mechanism for phospholipid-induced changes in the microfilament structure and cell function and suggest that LPA could be an intracellular regulator of the actin cytoskeleton.Many actin-binding proteins are recruited to the plasma membrane to form lipid-protein interactions during cell signaling, membrane trafficking, and cell migration. Membrane recruitment of these microfilament proteins is mediated by membrane-targeting domains that recognize specific lipid molecules in the membranes (1). Phospholipids are implicated in the regulation of actin dynamics, cell growth, cell differentiation, cell survival, and cell motility (1). Phosphoinositides control the activity of various actin-associated proteins by promoting actin filament assembly and down-regulating actin disassembly at appropriate regions within the cell (1).Villin is an epithelial cell-specific actin-binding protein that regulates actin dynamics, cell morphology, cell migration, and apoptosis ,underscoring the significance of this protein to epithelial cell function (2). Villin belongs to a large family of actinbinding proteins that associate with phospholipids (3). Villin binds PIP 2 2 with a K d of 39.5 M and a stoichiometry of 3, and we have previously identified three PIP 2 -binding domains in villin (3). Association of villin with PIP 2 modifies its actin regulatory functions (3). The association of villin with PIP 2 is also required for the catalytic activation of the other ligand of villin, phospholipase C-␥ 1 (4), which is required for the function of villin in cell migration (5, 6).Lysophosphatidic acid (LPA) and its receptors are found in a wide variety of tissues and cell types, indicating their physiological significance to many biological functions (7). LPA is produced by platelets, fibroblasts, mesothelial cells, and adipocytes, and the physiological role of LPA in innate immunity, reproduction, vascular development, and nervous system functions is well recognized (7)...