Actin filaments could play a role in regulation of cell swelling by two distinct mechanisms. One is by a tensile mechanism involving the coordinated interaction of actin and actin-associated proteins with all plasma membrane domains. The actin-membrane linkage would restrain cell swelling in the event of the influx of water. In shark rectal gland cells, conditions that cause massive cell swelling (i.e., high K medium, exposure to mercurials) are associated with disruption of membrane-associated actin filaments. Under conditions that result in only moderate swelling (Na-pump inhibition, Li substitution) the actin filaments remain associated with the cell membrane. Thus, in this cell type, disruption of the actin-membrane organization is correlated with increased swelling. Another mechanism by which actin could limit cell swelling is via regulation of ion transport proteins that are activated by cell swelling. This could be accomplished by a vesicle transport and insertion mechanism that delivers ion transport units to the cell membrane or by interaction with transport proteins already present in the membrane. Cell-attached patch clamp studies of RCCT-28A cells exposed to hypotonic medium demonstrated the activation of Cl-channel activity coincident with an alteration in actin. Activation of the channel was mimicked by stretching the membrane. Exposure of inside-out patches to cytochalasins also increased Cl-channel activity. Treatment of isolated patches with phalloidin inhibited stretch-induced activation. Thus, regulation of a volume-sensitive Cl-channel appears to be directly related to the state of organization of actin filaments.