Dictyostelium responds to hyperosmotic stress of 400 mOsm by a rapid reduction of its cell volume to 50%. The reduced cell volume is maintained as long as these osmotic conditions prevail. Dictyostelium does not accumulate compatible osmolytes to counteract the osmotic pressure applied. Using two-dimensional gel electrophoresis, we demonstrate that during the osmotic shock the protein pattern remains unaltered in whole-cell extracts. However, when cells were fractionated into membrane and cytoskeletal fractions, alterations of specific proteins could be demonstrated. In the crude membrane fraction, a 3-fold increase in the amount of protein was measured upon hyperosmotic stress. In the cytoskeletal fraction, the proteins DdLIM and the regulatory myosin light chain (RMLC) were shown to be regulated in the osmotic stress response. The elongation factors eEF1alpha (ABP50) and eEF1beta were found to increase in the cytoskeletal fraction, suggesting a translational arrest upon hyperosmotic stress. Furthermore, the two main components of the cytoskeleton, actin and myosin II, are phosphorylated as a consequence of the osmotic shock, with a tyrosine residue as the phosphorylation site on actin and three threonines in the case of the myosin II heavy chain.