Rat basophilic leukemia cells have previously been described to undergo striking cell surface changes after IgE-mediated stimulation of histamine secretion, whereby the dorsal surface loses its microvilli and acquires characteristic wavy ruffles. We have found using scanning electron microscopy, phase contrast and immunofluorescence, that a proportion of these cells also exhibit the formation of circular membrane ruffles on their dorsal surface after exposure to an IgE-directed secretagogue; some cells also develop circular membrane ruffles following stimulation by phorbol myristate acetate or by calcium ionophore A23187. A flattened morphology appears to be linked to circular membrane ruffle formation in that these ruffles were found in areas of presumed cell spreading which are largely devoid of intermediate filaments and displaced to one side of the cell's nucleus, and they were not observed on rounded cells. This is in contrast to the wavy ruffles which are found on the entire cell surface including the region overlying the nucleus, and which are observed in rounded cells as well as spread cells. Circular ruffle formation and secretion are triggered by similar concentrations of antigen, but the circular ruffles are formed more slowly and only become abundant at times after most of the histamine has been released. The circular membrane ruffles showed no obvious association with endocytosis, as detected using fluorescein isothiocyanate-dextran as a fluid phase marker. The position of accumulation of endocytotic vesicles occurring subsequent to secretion was not found to be related to the circular membrane ruffles, but was observed around the nucleus. Circular membrane ruffles contain F-actin, and their formation is prevented by cytochalasin D. At least three types of myosin, types I, II and V are present and presumably play a role in circular ruffle formation.