Caldesmon (Cd) and calponin (Cp) are two actin/calmodulin-binding proteins involved in 'actin-linked' regulation of smooth muscle and non-muscle Mg(2+) actin-activated myosin II ATPase activity. However, in the brain, Cd and Cp are associated with the regulation of the neuronal cytoskeleton. In this study we investigated the subcellular distribution of Cd and Cp in the amygdala and their possible relationship to metabotropic glutamate (mGluR1 alpha and 5) and TrkB receptors which interact with inputs from the cortex and are involved in associative learning. Cd and Cp immunoreactivity (IR) was mainly found in dendritic spines, along dendritic microtubules, and in neuronal perikarya but never in axon terminals. Punctate labeling representing spine labeling was restricted to small patches in the lateral nucleus of amygdala, intercalated cell masses (ICM), and the lateral subdivision of central nucleus. This restricted distribution may reflect local afferent activation. In addition, Cd, Cp, mGluR1 alpha and cortical afferents are co-distributed in the ICM distributed in the lateral nucleus and lateral capsular division of the central nucleus, and the lateral division of the central nucleus itself. Consistent with our previous studies, TrkB IR in the central nucleus was associated with Cd and Cp-immunoreactive spines whereas mGluR1 alpha IR and mGluR5 IR were almost exclusively associated with the PSDs of asymmetric synapses, in most cases apposed by cortical terminals. mGluR1 alpha and TrkB immunoreactivities were invariably associated with each other. Overall, these findings suggest that caldesmon and calponin in the amygdala are closely associated with afferents and receptors that have been strongly implicated in associative learning.