We recently reported the critical importance of Rac GTPase-dependent cortical actin rearrangement in the augmentation of pulmonary endothelial cell (EC) barrier function by sphingosine 1-phosphate (S1P). We now describe functional roles for the actin-binding proteins cortactin and EC myosin light chain kinase (MLCK) in mediating this response. Antisense down-regulation of cortactin protein expression significantly inhibits S1P-induced barrier enhancement in cultured human pulmonary artery EC as measured by transendothelial electrical resistance (TER). Immunofluorescence studies reveal rapid, Rac-dependent translocation of cortactin to the expanded cortical actin band following S1P challenge, where colocalization with EC MLCK occurs within 5 min. Adenoviral overexpression of a Rac dominant negative mutant attenuates TER elevation by S1P. S1P also induces a rapid increase in cortactin tyrosine phosphorylation (within 30 s) critical to subsequent barrier enhancement, since EC transfected with a tyrosinedeficient mutant cortactin exhibit a blunted TER response. Direct binding of EC MLCK to the cortactin Src homology 3 domain appears essential to S1P barrier regulation, since cortactin blocking peptide inhibits both S1P-induced MLC phosphorylation and peak S1P-induced TER values. These data support novel roles for the cytoskeletal proteins cortactin and EC MLCK in mediating lung vascular barrier augmentation evoked by S1P.The pulmonary endothelium is a functionally dynamic tissue that serves as a semipermeable barrier between circulating vascular contents and the interstitium and airspaces of the lung. The regulatory mechanisms involved in maintenance of this barrier are poorly understood; however, we recently reported that sphingosine 1-phosphate (S1P), 1 a potent phospholipid angiogenic factor released from activated platelets (1), produces significant endothelial cell (EC) barrier enhancement through Edg receptor ligation and Rac GTPase-dependent cortical actin rearrangement (2). Although the rapid, sustained, and dose-dependent increase in EC transmonolayer electrical resistance (TER) generated by S1P requires an intact actin cytoskeleton capable of undergoing dynamic rearrangement (2), the specific mediators and regulatory mechanisms that effect these actin cytoskeletal changes remain unclear.The 80/85-kDa actin-binding protein, cortactin, has been implicated in cortical actin rearrangement (3). Ideally suited for integrating multiple signals at sites of dynamic actin rearrangement, the amino acid structure of cortactin contains an N-terminal acidic region that stimulates actin polymerization by the Arp2-Arp3 complex (murine AA 1-90), a unique tandem repeat site for actin binding (AA 91-326), a Pro-and Tyr-rich area containing sites for p60 src phosphorylation (AA 401-495), and a C-terminal SH3 domain (AA 496 -546) (3). Cortactin stimulates and stabilizes Arp2-Arp3-mediated polymerization of branched actin filaments at peripheral sites of cytoskeletal rearrangement (4, 5), but regulation of cortactin's activity ...