The action of transforming growth factor-beta (TGF-beta) on the morphology, cytoskeleton and extracellular matrix was investigated in FRTL-5 thyroid epithelial cells. After treatment with TGF-beta, FRTL-5 cells became flat and developed straight and thick bundles of actin microfilaments. This effect of TGF-beta was observed even in the presence of thyrotropin, which has a strong microfilament disrupting action. TGF-beta also influenced some aspects of the extracellular matrix organization. Immunofluorescence staining of FRTL-5 cells revealed both the appearance of a fibrillar array of fibronectin in association with the basal plasma membrane and a change in the morphology of basally located laminin patches. TGF-beta induced the formation of adhesion structures at the ventral portion of the cell membrane. Vinculin was focally concentrated at the end of stress fibers in areas corresponding to focal adhesions as revealed by interference reflection microscopy (IRM). The ability to modulate cytoskeleton organization and extracellular matrix protein distribution might mediate some of the reported TGF-beta effects on the expression of specific functional properties in thyroid cells.