Caldesmon is an actin- and myosin-binding protein that is rich in smooth muscle. Caldesmon inhibits the actin activation of myosin catalyzed ATPase activity and may have additional functions in smooth muscle. The activity of caldesmon is controlled by phosphorylation and by binding to other factors such as Ca++-calmodulin. Caldesmon is a substrate for p21-activated kinase, PAK, which is reported to phosphorylate chicken gizzard caldesmon at two sites, Ser672 and Ser702. We investigated PAK phosphorylation of caldesmon using a 22kDa C-terminal caldesmon fragment. We also substituted Ser672 and Ser702 with either alanine or aspartic acid residues to mimic non-phosphorylated and constitutively phosphorylated states of caldesmon, respectively. We found that the aspartic acid mutation of caldesmon weakened calmodulin binding but had no effect on the inhibitory activity of caldesmon. Phosphorylation of the aspartic acid double mutant with recombinant PAK resulted in additional phosphorylation at Thr627, Ser631, Ser635 and Ser642. Phosphorylation at these sites by PAK was slow, but produced further weakening of calmodulin binding and reduced the inhibitory activity of caldesmon in the absence of calmodulin. Phosphorylation at the additional sites was without effect on Ca++-Calmodulin binding if Ser672 and Ser702 were not phosphorylated, but was sufficient to release inhibition of actomyosin ATPase activity. This work raises the possibility that phosphorylation in the region of residues 627-642 significantly alters the activity of caldesmon.