The inflammatory response is tightly regulated by several mediators that promote the adhesive and migratory capacities of different cell types, including peripheral blood mononuclear cells (PBMCs). Our laboratory has previously characterized the inflammatory response developed in the experimental model of mercuric chloride (HgCl 2 )-induced nephritis in Brown Norway rats as an acute inflammatory response dependent on very late antigen (VLA)-4. This response can be modulated by all-transretinoic acid (at-RA), a vitamin A metabolite that regulates a broad range of biological processes and exhibits anti-inflammatory properties. Based on this in vivo experimental model, we have established a VLA-4-dependent ex vivo system to study the effect of at-RA on PBMC polarization, adhesion, and migration and to elicit new mechanisms triggered by at-RA for abrogating an inflammatory response. We found that at-RA significantly reduces the VLA-4-dependent migration of PBMCs activated in vivo. In addition, we demonstrated by spreading assays that in vivo at-RA treatment abrogates the acquisition of a polarized cell phenotype. In fact, at-RA inhibits the actin polymerization required for cell morphology changes, and it alters the distribution of F-actin and VLA-4 integrin in focal contacts, essential for cell adhesion. Moreover, we describe that at-RA also abrogates the redistribution of Rac1 and RhoA, important proteins implicated in the dynamic process of cell movement. In summary, we demonstrate the capacity of at-RA to block the acquisition of an appropriate migratory phenotype in PBMCs as a new mechanism underlying the anti-inflammatory effects of this compound.Leukocytes extravasation from the bloodstream into the tissue is of key importance in several physiological and pathological processes (Tanaka, 2001). During infiltration, these cells show a polarized morphology essential for directional movement. This polarization is characterized by a flat lamella extending in the direction of migration, which ends in a lamellipodium (the leading edge) and by a narrow retracting tail at the rear of the cell (for review, see Fais and Malorni, 2003). Although migratory phenotypes and factors that promote migration vary greatly among cell types and infiltration stimuli, a universal mechanism triggered by chemotactic factors that underlies cell migration is actin polymerization (Pollard and Borisy, 2003).Retinoic acid has been described as a potent modulator of immune responses and inflammatory diseases (Perez de Lema et al., 2004;Adams et al., 2005) Additionally, at-RA exhibited effects on adhesion molecules, abolishing in vitro ␣4 integrindependent rolling in the acute promyelocytic leukemia cell line NB-4 (Brown et al., 1999) and down-regulating the expression and function of 2 integrins in primary human monocytes (Babina and Henz, 2003). These in vitro results support those described in experimental in vivo models and, more in particular, in experimental models of kidney diseases where at-RA