||In order to provide a better understanding of the dynamic process of cell fusion, we studied the reorganization of cytoplasmic structures in electrofused CV-1 cells. Using fluorescence microscopy and double staining methods, we examined correlations between the structural patterns of the major cytoskeletal proteins (microtubules, actin and vimentin intermediate filaments) and the distribution of various organelles (endoplasmic reticulum, mitochondria and nuclei) at different stages of cell fusion. Our results suggest that microtubules appear to play a primary role in the process of cytoplasmic reorganization. At the early stage of cell fusion, microtubules were observed to infiltrate rapidly into the newly formed cytoplasmic bridges and establish a connection between the cytoskeletal networks of fusing cells. The reorganization of microtubules was found to be correlated with the redistribution of endoplasmic reticulum (ER), vimentin intermediate filaments, mitochondria, and the aggregation of nuclei. The F-actin system, on the other hand, appeared to be independent of the reorganization of the other cytoplasmic structures. The principal function of F-actin during cell fusion is probably to widen the cytoplasmic bridges by lamellipodial extension.