It has been found that 'conditioning' noise exposures can render the inner ear more resistant to traumatic noise exposures. To explore the possible mechanisms underlying this phenomenon, filamentous actin (F-actin), labeled by rhodamine-phalloidin, was examined in the chinchilla cochlea using confocal fluorescence microscopy. The conditioning noise was 0.5 kHz octave band noise (OBN) at 90 dB SPL for 6 h/day and the high-level noise was the same noise but at 105 dB SPL for 4 h. A variety of pathological changes were found in the chinchilla cochlea after exposure to noise. Subjects exposed to conditioning noise (1 day or 10 days) and only high-level noise showed an increase in F-actin labeling than unexposed controls. By contrast, subjects who had 5 days quiet after the 10-day conditioning exposure exhibited a decrease in F-actin labeling. Interestingly, subjects exposed to high-level noise with prior 10-day conditioning exposure also showed a decrease in F-actin labeling in the cuticular plate and the stereocilia. The F-actin decreases in the stereocilia and the cuticular plates may decrease the mechanical rigidity of the organ of Corti. A more pliable organ of Corti may have reduced the possibility of fracture or ripping of cell junctions during the motion of the basilar membrane induced by acoustic overstimulation.