G protein-coupled receptor kinases (GRKs) initiate pathways leading to the desensitization of agonist-occupied G-protein-coupled receptors (GPCRs). Here we report that the cytoskeletal protein actin binds and inhibits GRK5. Actin inhibits the kinase activity directly, reducing GRK5-mediated phosphorylation of both membrane-bound GPCRs and soluble substrates. GRK5 binds actin monomers with a K d of 0.6 M and actin filaments with a K d of 0.2 M. Mutation of 6 amino acids near the amino terminus of GRK5 eliminates actin-mediated inhibition of GRK5. Calmodulin has previously been shown to bind to the amino terminus of GRK5 (Pronin, A. N., and Benovic, J. L. (1997) J. Biol. Chem. 272, 3806 -3812) and here we show calmodulin displaces GRK5 from actin. Calmodulin inhibits GRK5-mediated phosphorylation of GPCRs, but not soluble substrates such as casein. Thus in the presence of actin, calmodulin determines the substrate specificity of GRK5 by preferentially allowing phosphorylation of soluble substrates over membrane-bound substrates.G protein-coupled receptor kinases (GRKs) 1 comprise a family of serine-threonine kinases that desensitize G protein coupled receptors (GPCRs) by phosphorylating agonist occupied receptors (1). The GRKs contain a highly conserved catalytic domain flanked by more divergent amino (NH 2 )-and carboxyl (COOH)-terminal regulatory regions. Based on sequence homology outside the catalytic domain, the GRKs are divided into three subfamilies consisting of GRK1 (Rhodopsin kinase); GRK2 (-adrenergic receptor kinase 1) and GRK3 (-adrenergic receptor kinase 2); and GRK4, -5, and -6. GRK1 and -4 are expressed exclusively in the retina (2) and testis (3, 4), respectively, while the other GRKs are expressed in most cell types and provide a ubiquitous mechanism for the desensitization of GPCRs. Since GPCR desensitization ultimately results in the termination of many important signaling cascades, it is not surprising that phosphorylation of GPCRs by GRKs is highly regulated.Initially regulation of GPCR phosphorylation focused on the agonist-induced conformational changes receptors undergo to become GRK substrates. However, recent evidence demonstrates GRK activity is regulated differentially by protein kinase C phosphorylation, calcium-binding proteins, and lipid targeting to membranes. Various lipid modifications or binding domains determine accessibility to substrates, as reviewed by Freedman et al. (1). GRK2 and GRK5 are protein kinase C substrates. Protein kinase C phosphorylation activates GRK2 activity, while it inhibits GRK5 activity (5). Additionally, calcium-calmodulin regulates the activity of GRK2 and -3 and GRK4, -5, and -6, but the affinity is 10 -20-fold higher for GRK5 than GRK2 (5-8). Notably, calmodulin binding inhibits GRKmediated GPCR phosphorylation without affecting the ability of these kinases to phosphorylate soluble ("model") substrates. In a search for other protein regulators of GRKs, we have identified a novel interaction between GRKs and actin. Herein we characterize this intera...