Abstract Glial fibrillary acidic protein (GFAP), a protein largely limited to astrocytes, was studied in relation to the shape, motility, and differentiation and malignancy of astrocytoma cells in tissue culture by use of time-lapse photography and the immunoperoxidase method. A relationship was observed between the shape of astrocytes and the distribution of GFAP. Spindle-shaped cells showed abundant GFAP in the cell body and processes. In round or polyhedral cells without well developed processes the GFAP was largely perinuclear. As processes developed, GFAP extended out from the nucleus iri dense parallel arrays that radiated into the developing processes. Fully differentiated cells with stellate shape had abundant GFAP throughout. A relationship was also observed between the motility of astrocytes and GFAP. Stellate-shaped cells, showing paucity of locomotion and relatively rigid postures of processes, contained an abundance of GFAP which tended to form dense parallel arrays extending into the processes during their development. Spindle-shaped cells with extending and retracting processes and active migration also contained an abundance of GFAP but not organized into parallel arrays. Bulbous dilatations at the tips of processes (growth cones) contained abundant GFAP. There was also abundant GFAP in the intermittent dilatations along the processes of stellate cells. In contrast to these observations, a retraction of processes, a high degree of plasticity (undulating motion) and multidirectional locomotion were often associated with a paucity of GFAP in less differentiated cells. We hypothesize that GFAP filaments may be inhibitory to great plasticity of motion but not to extension-retraction movements. During mitosis GFAP was sparse at the spindle and in intercellular bridges. Colcemid caused GFAP to disappear from processes and peripheral parts of the cell and to become concentrated near the nucleus. In cultures derived from malignant tumors, undifferentiated and large multinucleated cells usually showed sparsity of GFAP, but occasional well differentiated stellate or spindle-shaped cells containing abundant GFAP were seen. Conversely, although cultures derived from benign tumors may have scattered less well differentiated cells, the differentiated cells with well developed processes were most densely stained and account for the high concentration of GFAP in tissue from these tumors.