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Acanthamoeba myosin-II forms filaments of two different sizes. Thin bipolar filaments 7 nm wide and 200 nm long consist of 16 myosin-II molecules. Thick bipolar filaments of variable width (14-19 nm) consist of 40 or more myosin-II molecules. Both have a central bare zone 90 nm long and myosin heads projecting laterally at the ends. The heads are arranged in rows spaced 15 nm apart. In the case of the thin myosin-II filaments there are two molecules per row. The thick filaments are formed rapidly and reversibly in the presence of 6-10 mM MgCl2 (or any of five other different divalent cations tested) by the lateral aggregation of thin myosin-II filaments. Acid pH also favors thick filament formation. Neither the myosin-II concentration (50-1,000 micrograms/ml) nor ATP has an effect on the morphology of the filaments. The polymerization mechanism was studied quantitatively by measuring the amount of polymer formed (Cp) under various conditions as a function of total myosin-II concentration (Ct). Above a critical concentration of 15-40 micrograms/ml, Cp was proportional to Ct with a slope of 0.5-0.95 depending on conditions. In the range of 0.8-4.9 heavy chain phosphates per molecule, phosphorylation has no effect on the morphology of either the thin or thick myosin-II filaments and only a small effect on the extent of polymerization.