In the early development of the frog, Xenopus laevis, blastomeres undergo synchronous divisions at about the 12th cell cycle, followed by asynchronous divisions, which is referred to as mid-blastula transition (MBT). We investigated the distribution of several regulating factors for cell cycles around MBT using immunocytochemistry and confocal fluorescence microscopy. At the 8th cell cycle, most of the cdc2/cyclin B was localized in the cortical cytoplasm throughout the cell cycle, in the centrosomes and the nucleus at interphase and prometaphase, and in the spindles at metaphase and anaphase. Cdc2 was also localized in the chromatins at metaphase and anaphase. Cyclin B1 mRNA was localized in the periphery of the nucleus, but not in the cell cortex. At the 13th cell cycle, the amount of cdc2/cyclin B in the cortical cytoplasm decreased, and the inactive form of cdc2, phosphorylated at tyrosine 15, appeared in the nucleus and the centrosomes at interphase, indicating that the regulation of cdc2 by phosphorylation occurs around MBT. When the blastomeres were treated with nocodazole or latrunculin A at the 8th cell cycle, the amount of cortical cdc2 decreased, but that of cyclin B did not change. The cortical localization of cdc2 is dependent upon both microtubules and microfilaments. Most of the cdc27 was localized in the centrosomes, and in the spindle poles, but no significant difference was observed between the 8th and the 13th cell cycles. It is possible that the cortical MPF activity is regulated by the differential localization between cdc2 and cyclin B.