Macropinocytosis of newly formed resides and exocytosis of post-lysosomes have been visualized using a green fluorescent protein probe that binds specifically to F-actin filaments. F-actin association with macropinocytosis begins as a V-shaped infolding of the membrane. Vesicle enlargement occurs through an inward movement of the proximal point of the V as well as an outward protrusion at the tip of the V to form an elongated invagination. The protrusion eventually closes at its distal margin to become a vesicle and is moved centripetally while recovering its circular shape. The vesicle loses its actin coat within 1 min after internalization. One hour later, post-lysosomal vesicles became weakly surrounded by actin while still cytoplasmic. Some of these vesicles moved to the plasma membrane, docked, and then expelled their contents. Slightly before the vesicle content began to disappear, an increase in F-actin association with the vesicle was observed. This was followed by rapid contraction of the vesicle and then disappearance of the actin signal once the internal content was released. These results show that dynamic changes in actin filament association with the vesicle membrane accompany both endocytosis and exocytosis.