Csk negatively regulates Src family kinases (SFKs). In lymphocytes, Csk is constitutively active, and is transiently inactivated in response to extracellular stimuli, allowing activation of SFKs. In contrast, both SFKs and Csk were inactive in unstimulated mouse embryonic fibroblasts, and both were activated in response to oxidative stress. Csk modulated the oxidative stress-induced, but not the basal SFK activity in these cells. These data indicate that Csk may be more important for the return of Src-kinases to the basal state than for the maintenance of basal activity in some cell types. Csk must be targeted to its SFK substrates through an SH2-domain-mediated interaction with a phosphoprotein. Our data indicate that caveolin-1 is one of these targeting proteins. SFKs bind to caveolin-1 and phosphorylate it in response to oxidative stress and insulin. Csk binds specifically to the phosphorylated caveolin-1 and attenuates its stress-induced phosphorylation. Importantly, phosphocaveolin was one of two major phosphoproteins associated with Csk after incubation with peroxide or insulin. Paxillin was the other. Activation/rapid attenuation of SFKs by Csk is required for actin remodeling. Caveolin-1 is phosphorylated at the ends of actin fibers at points of contact between the actin cytoskeleton and the plasma membrane, where it could in part mediate this attenuation.