Several clathrin-independent endocytosis mechanisms have been identified that can be distinguished by specific requirements for certain proteins, such as caveolin-1 (Cav1) and the Rho GTPases, RhoA and Cdc42, as well as by specific cargo. Some endocytic pathways may be co-regulated such that disruption of one pathway leads to the upregulation of another; however, the underlying mechanisms for this are unclear. Cav1 has been reported to function as a guanine nucleotide dissociation inhibitor (GDI), which inhibits Cdc42 activation. We tested the hypothesis that Cav1 can regulate Cdc42-dependent, fluid phase endocytosis. We demonstrate that Cav1 overexpression decreases fluid phase endocytosis, whereas silencing of Cav1 enhances this pathway. Enhancement of Cav1 phosphorylation using a phosphatase inhibitor reduces Cdc42-regulated pinocytosis while stimulating caveolar endocytosis. Fluid phase endocytosis was inhibited by expression of a putative phosphomimetic mutant, Cav1-Y14E, but not by the phospho-deficient mutant, Cav1-Y14F. Overexpression of Cav2, or a Cav1 mutant in which the GDI region was altered to the corresponding sequence in Cav2, did not suppress fluid phase endocytosis. These results suggest that the Cav1 expression level and phosphorylation state regulates fluid phase endocytosis via the interaction between the Cav1 GDI region and Cdc42. These data define a novel molecular mechanism for co-regulation of two distinct clathrin-independent endocytic pathways.It is now widely recognized that multiple clathrin-independent mechanisms of endocytosis exist in addition to the classical process of clathrin-mediated internalization (1, 2). Two of the better characterized clathrin-independent endocytic pathways are caveolar endocytosis and fluid phase pinocytosis. The first of these mechanisms is mediated by caveolae, 50 -80-nm flaskshaped invaginations at the plasma membrane (PM), 4 which are enriched in sphingolipids and cholesterol and marked by the presence of a caveolin protein, usually caveolin-1 (Cav1) (3). Endocytosis through caveolae is promoted by ligand binding and is dynamin-dependent (4 -7). Cargo may include some viruses, bacteria, albumin, cholera toxin, fluorescent glycosphingolipids, and antibody-clustered GPI-anchored proteins (1,3,8). Another well recognized clathrin-independent pathway is fluid phase endocytosis, which is dynamin-independent and is regulated by the small GTPase, Cdc42, as well as by Arf1(1, 9, 10). This pathway is responsible for internalization of unclustered GPI-anchored proteins that are initially detected in tubular invaginations from the PM and that internalize large volumes of fluid with each budding event (9, 11). Previous studies have suggested that some endocytic pathways may be co-regulated such that inhibition of one leads to the up-regulation of another (12, 13); however, the underlying mechanisms responsible for such co-regulation are not known. Recently, it has been shown that Cav1 functions as a novel Cdc42 guanine nucleotide dissociation inhibitor (GDI) in p...