Rat basophilic leukemia cells (RBL-2H3) undergo morphological and cytoskeletal changes during antigen (DNP-BSA) or calcium ionophore-induced secretion of allergic mediators from intact or permeabilized cells. We describe the novel finding that the phosphatase-resistant ATP analogue, ATP gamma S, mimics antigen-induced serotonin secretion and cytoskeletal rearrangements in permeabilized cells. Confocal microscopy of unstimulated cells shows that myosin and F-actin are concentrated at the plasma membrane. Upon addition of ATP gamma S, F-actin becomes rearranged into membrane ruffles and also associates with myosin in a cytoplasmic meshwork, concentrated perinuclearly. F-actin and myosin ultimately become colocalized into parallel microfilament bundles located on the basolateral membrane. During this period the cell height decreases whilst the cell area increases more than twofold. Gel electrophoresis shows that the cytoskeletal proportion of actin remains unchanged, indicating that the rearrangements occur within the total F-actin pool. The distribution of microtubules and intermediate filaments is unchanged in the presence of ATP gamma S. These results suggest that overcoming a phosphatase may be sufficient to induce secretion in RBL-2H3 cells, and that this secretion may be regulated by F-actin and myosin rearrangements.