Intracellular RNA localization leads to asymmetric protein synthesis, a necessary step in the process of pattern formation during early embryogenesis in many species (for review, see St. Johnston 1995; Gavis 1997). In Xenopus oocytes, morphological and molecular differences between the animal and vegetal hemispheres help define the primary axis around which subsequent development proceeds. Two temporally distinct pathways have been identified for vegetal RNA localization. The early pathway facilitates localization of several RNAs found to be localized during stages I–II of oogenesis (Xcat-2, Xlsirts, Xwnt-11), appears to be microtubule-independent, and is correlated with the migration of the mitochondrial cloud to a small region at the vegetal pole (Kloc et al. 1993; Mosquera et al. 1993; Forristall et al. 1995; Kloc and Etkin 1995; Zhou and King 1996a). The second pathway occurs during late stage III–early stage IV, requires intact microtubules, and targets RNA to a tight shell along the entire vegetal cortex (Melton 1987; Yisraeli and Melton 1988; Yisraeli et al. 1990). So far, only one mRNA, Vg1, is known to localize via the second pathway in vivo, although Xcat-2 RNA can employ this pathway when injected into stage III oocytes (Zhou and King 1996b). VegT/Xombi/Apod/Brat RNA is also localized to the vegetal cortex in a manner resembling the second pathway, but it is not yet known whether this localization requires intact microtubules; furthermore, it is released from the cortex in stage V/VI oocytes, significantly earlier than is Vg1 RNA (Lustig et al. 1996; Stennard et al. 1996; Zhang and King 1996). Cis-acting elements mediating one or the other pathway have been mapped, by deletion analysis, to extensive regions of the 3′ UTRs (Mowry and Melton 1992; Zhou and King 1996a,b; Gautreau et al. 1997). Trans-acting factors that bind these regions and may provide a link between the RNA and components of the cytoskeleton have been characterized only preliminarily, and the connection between these interactons and localization is just beginning to be defined (Schwartz et al. 1992; Mowry 1996; Deshler et al. 1997). Vg1 RNA-binding protein (RBP) is a 69-kD oocyte protein that binds specifically to the vegetal localization element (VLE) of Vg1 RNA (Schwartz et al. 1992). Because it is enriched in the microtubule fraction of oocytes and mediates the association of VLE sequences to microtubules in vitro (Elisha et al. 1995), Vg1 RBP is a good candidate for a trans-acting factor involved in Vg1 RNA localization. In this paper we have mapped the Vg1 RBP-binding sites in the Vg1 VLE, and, using confocal microscopy to visualize injected wild-type and mutant VLEs in the same oocyte, we observe a direct correlation between the presence of two Vg1 RBP-binding sites and vegetal localization. The unexpected finding that the microtubule-associated protein Vg1 RBP is highly homologous to the microfilament-binding zipcode biding protein (ZBP-1) involved in β-actin mRNA localization suggests that microtubule- and microfilament-based systems of localization may be more related than originally anticipated.