In this study experiments were performed to correlate the rate of digestive enzyme secretion to morphologic observations of the apical cytoskeleton using dispersed rat pancreatic acini with various concentrations of caerulein. Caerulein at concentrations of 10 pM to 0.1 nM stimulated increasing rates of secretion of amylase, a digestive enzyme. Greater concentrations of caerulein caused progressively less amylase secretion. Transmission electron microscopy demonstrated several characteristics of the apical cytoskeleton in untreated acini that were altered with the "inhibitory" concentrations of caerulein. In control acini and acini stimulated with concentrations of caerulein up to 0.1 nM, the micrographs reveal an apical actin network extending into microvilli, an intermediate filament band, and electron-dense structures contained in both the actin filament network and the intermediate filament band. With concentrations of caerulein greater than 0.1 nM, these structures were progressively ablated. The findings with respect to the actin filament network were confirmed with light microscopic observations of dispersed acini stained with rhodamine-phalloidin. These results indicate that caerulein has marked morphologic effects on the pancreatic acinar cell cytoskeleton and that the cytoskeletal changes may modulate the secretory response.