Heterotrimeric GTP-binding proteins (G-proteins) are involved in a diverse array of signalling pathways. They are generally thought to be membrane-bound proteins, which disassociate on receptor activation and binding of GTP. A model to explain this has been proposed, which is often described as 'the G-protein cycle'. The 'G-protein cycle' is discussed in the present paper in relation to evidence that now exists regarding the non- membranous localization of G-proteins. Specifically, the experimental evidence demonstrating association of G-proteins with the cytoskeleton and the nucleus, and the mechanisms by which G-proteins translocate to these sites are reviewed. Furthermore, the possible effector pathways and the physiological function of G-proteins at these sites are discussed.