Using rhodamine-phalloidin stained preparations and extracted specimens labeled with heavy meromyosin or run on polyacrylamide gels, actin-plasma membrane associations in mouse mature eggs at the second metaphase of meiosis and oocytes at meiotic prophase have been examined. Cortices of extracted oocytes possessed numerous actin filaments that emanated from the plasma membrane delimiting regions between microvilli and from microvillar apices. The membrane anchorage sites of actin filaments were marked by an electron dense material on the inner leaflet of the plasma membrane. The free ends of filaments emanating from the plasma membrane of oocytes intermeshed to form a dense, cortical layer. With meiotic maturation, changes in the organization of cortical actin were first noted approximately 3 hr after the chromosomes had become localized at the oocyte's periphery. Fewer and shorter actin filaments, which did not form a well-defined layer as in oocytes, were connected with electron-dense material to the inner leaflet of the plasma membrane of extracted egg cortices in regions other than that associated with the meiotic spindle. Cortical actin adjacent to the meiotic spindle, however, was organized into a dense, cresentic aggregation in which clusters of filaments emanated from electron-dense regions associated with both the inner and outer leaflets of the plasma membrane. These observations indicate that mouse oocyte maturation not only involves changes in the distribution of cortical actin but also local alterations in the association of actin with the plasma membrane.