Recently we found that visual arrestin binds microtubules and that this interaction plays an important role in arrestin localization in photoreceptor cells. Here we use site-directed mutagenesis and spin labeling to explore the molecular mechanism of this novel regulatory interaction. The microtubule binding site maps to the concave sides of the two arrestin domains, overlapping with the rhodopsin binding site, which makes arrestin interactions with rhodopsin and microtubules mutually exclusive. Arrestin interaction with microtubules is enhanced by several "activating mutations" and involves multiple positive charges and hydrophobic elements. Arrestins are soluble cytoplasmic proteins that play a critical role in the regulation of signaling by the majority of G protein-coupled receptors. Vertebrates have four different arrestin subtypes, two of which regulate rhodopsin and cone opsins in rod and cone photoreceptors, respectively, whereas two non-visual arrestins are ubiquitously expressed and regulate hundreds of different G protein-coupled receptors. All arrestins preferentially bind to the activated phosphorylated forms of their cognate receptors, shutting off G protein-mediated signaling (reviewed in Ref. 1). Non-visual arrestins also interact with numerous non-receptor binding partners, orchestrating intracellular trafficking of the arrestin-receptor complex and redirecting receptor-initiated signaling to alternative G protein-independent pathways (reviewed in Refs. 2 and 3). Recently, we identified microtubules (MTs) 4 as an interaction partner of visual (rod) arrestin (4). The difference in MT binding affinity between the two splice variants of visual arrestin expressed in bovine rods (5) determines their differential subcellular localization (4). Moreover, microtubules serve as a "default" arrestin binding partner in darkadapted rod photoreceptors (6). Dynamic interactions with rhodopsin in the light and MTs in the dark underlie the massive light-dependent translocation of rod arrestin between the inner and outer segments of photoreceptor cells (6). Here we explore the molecular mechanism of visual arrestin binding to MTs and identify arrestin elements involved in this interaction. Several lines of evidence also suggest that the conformation of microtubule-bound arrestin is different from both free and receptor-bound forms.