In pursuing our interest in the role of the cytoskeleton in adrenal cell function, we have been treating Y-1 cells with acrylamide and evaluating rounding, steroid, and C-AMP production. Treatment with acrylamide results in non-cAMP mediated steroid production in the Y-1 cell with morphological changes similar to those induced by forskolin. Acrylamide,acts after a 2 1/2 hour latent !period at a step prior to pregnenolone formation. Steroid production is similar to that produced by colchicine, slightly less than that produced by ACTH stimulation, and considerably less than steroid production by forskolin; these results imply that, if rounding of cells represents cytoskeletal rearrangement, it is non CAMP mediated.