The actin ®lament-associated protein of 110 kDa (AFAP-110) is a Src binding partner that represents a potential modulator of actin ®lament integrity in response to cellular signals. Previous reports have demonstrated that AFAP-110 is capable of directly binding and altering actin ®laments. Deletion of the leucine zipper motif of AFAP-110 (AFAP-110 Dlzip ) has been shown to induce a phenotype which resembles Srctransformed cells, by repositioning actin ®laments into rosettes. This deletion also mimics a conformational change in AFAP-110 that is detected in Src-transformed cells. The results presented here indicate that unlike AFAP-110, AFAP-110 Dlzip is capable of activating cellular tyrosine kinases, including Src family members, and that AFAP-110 Dlzip itself is hyperphosphorylated. The newly tyrosine phosphorylated proteins and activated Src-family members appear to be associated with actinrich lamellipodia. A point mutation that alters the SH3-binding motif of AFAP-110 Dlzip prevents it from activating tyrosine kinases and altering actin ®lament integrity. In addition, a deletion within a pleckstrin homology (PH) domain of AFAP-110 Dlzip will also revert its e ects upon actin ®laments. Lastly, dominant-positive RhoA V14 will block the ability of AFAP-110 Dlzip from inducing actin ®lament rosettes, but does not inhibit Src activation. Thus, conformational changes in AFAP-110 enable it to activate cellular kinases in a mechanism requiring SH3 and/or PH domain interactions. We hypothesize that cellular signals which alter AFAP-110 conformation, enable it to activate cellular kinases such as cSrc, which then direct changes in actin ®lament integrity in a Rho-dependent fashion. Oncogene (2001) 20, 6607 ± 6616.