We have encapsulated actin rilaments in the presence and absence of various actin-binding proteins into lipid vesicles. These vesicles are approximately the same size as animal cells and can be characterized by the same optical microscopic and mechanical techniques used to study cells. We demonstrate that the initially spherical vesicles can be forced into asymmetric, irregular shapes by polymerization of the actin that they contain. Deformation of the vesicles requires that the actin filaments be on average at least =0.5 ,um long as shown by the effects of gelsolin, an actin rilament-nucleating protein. Filamin, a filament-crosslinking protein, caused the surfaces of the vesicles to have a smoother appearance. Heterogeneous distribution of actin filaments within the vesicles is caused by interfilament interactions and modulated by gelsolin and ifiamin. The vesicles provide a model system to study control ofcell shape and cytoskeletal organization, membranecytoskeleton interactions, and cytomechanics.The shapes and mechanical properties of animal cells are governed mainly by systems of cytoplasmic filaments collectively termed the cytoskeleton (1, 2). Ofthese systems, the actin microfilament system is the principal determinant of cellular viscoelastic properties (B.S. and E.L.E., in preparation) and is most directly involved in driving mechanical processes such as locomotion, cytokinesis, and phagocytosis (2, 3). As cells perform these functions, the organization of the actin cytoskeleton changes, probably under the control of actin-binding proteins that regulate the length and extent of crosslinking of the filaments (3-5). A model system in which cytoskeletal components could be reconstituted inside vesicles comparable in size to cells would be useful for studies of the regulation of cytoskeletal organization and the determination of cellular mechanical properties by the cytoskeleton.We have developed a model system of this kind for the actin filament system. Actin and actin-binding proteins have been encapsulated in lipid vesicles large enough (up to 20 jim in diameter) to be characterized by optical microscopy. The vesicles are large enough to be studied with biophysical techniques that measure, for example, actin diffusion by fluorescence photobleaching recovery (FPR) (6) or mechanical properties (1) ofindividual vesicles. The reconstitution of actin filaments with actin-binding proteins allows study of the effects of the latter on filament organization and distribution and the ability of the actin gel to drive morphological changes. In this work we have investigated the effects of gelsolin, which restricts the length of actin filaments, and of filamin, which crosslinks actin filaments (5). A striking observation is that vesicles are deformed when the actin inside them polymerizes. The extent of the deformation depends on the lengths of the resulting filaments. This observation provides experimental evidence for the speculation that actin filament polymerization can drive lamellar extension during ce...