The changing distribution of polymerized actin during the cellularization of the Drosophila blastoderm was investigated in fixed whole embryos using FL-phalloidin as a specific stain. Prior incubation of FL-phalloidin with F-actin from both rabbit and locust muscle blocked the staining action, whereas G-actin at the same concentration had no effect. At the initiation of cellularization bands of F-actin filaments, shaped into rough hexagons, were found around each forming cell close to the surface bulges. These bands interlinked across the whole embryo. Above the level of the hexagons was a fine meshwork of F-actin associated with many folds of the plasmalemma. Below the hexagons was a layer of small irregular actin aggregates. During the process of cellularization the hexagonal actin network was associated with the tips of the extending plasmalemmas until the cells reached their full length. It is suggested that this actin network acts as a contractile ring system which cleaves the embryo into cells. The network was then found to rapidly break down. Microfilament bundles formed rings associated with the bases of the cells. These are presumed to cleave off the fully formed cells from the underlying yolk sac. During the first phase of cell membrane growth the fine F-actin meshwork remained associated with the apical plasmalemmas. However, the mesh rapidly disappeared during the second period of extension. After this, actin aggregates were visible close to the apical surfaces of the cells. F-actin was also observed to be associated with the newly formed plasmalemmas along their length during the whole of the process of cleavage.