The Rho family GTP-binding proteins play a critical role in a variety of cytoskeleton-dependent cell functions. In this study, we examined the role of Rho family G proteins in muscle differentiation. Dominant negative forms of Rho family proteins and RhoGDI, a GDP dissociation inhibitor, suppressed transcription of muscle-specific genes, while mutationally activated forms of Rho family proteins strongly activated their transcription. C2C12 cells overexpressing RhoGDI (C2C12RhoGDI cells) did not differentiate into myotubes, and expression levels of myogenin, MRF4, and contractile protein genes but not MyoD and myf5 genes were markedly reduced in C2C12RhoGDI cells. The promoter activity of the myogenin gene was suppressed by dominant negative mutants of Rho family proteins and was reduced in C2C12RhoGDI cells. Expression of myocyte enhancer binding factor 2 (MEF2), which has been reported to be required for the expression of the myogenin gene, was reduced at the mRNA and protein levels in C2C12RhoGDI cells. These results suggest that the Rho family proteins play a critical role in muscle differentiation, possibly by regulating the expression of the myogenin and MEF2 genes.Myogenic basic helix-loop-helix (bHLH) proteins are master regulatory proteins that activate the transcription of many muscle-specific genes during myogenesis (reviewed in references 60 and 89). Each of the four myogenic bHLH proteins, MyoD (17), myogenin (18, 90), myf5 (7), and MRF4 (8, 47, 67), can activate the skeletal myogenic program when introduced into a variety of cells derived from all three germ layers of the embryo. The bHLH motif mediates dimerization of myogenic factors with ubiquitous bHLH proteins such as E12/E47, and these heterodimeric complexes bind to a conserved DNA sequence known as the E box, which is present in the promoters and enhancers of most muscle-specific genes (54). Myocyte enhancer binding factor 2 (MEF2), which is a member of the MADS box family, also plays an important role in muscle differentiation (reviewed in reference 61). MEF2 activates transcription by binding to the consensus sequence, called the MEF2-binding site, which is also found in the control regions of numerous muscle-specific genes (23, 64). In embryos with loss-of-function mutations of the single mef2 gene in Drosophila (D-mef2), somatic, cardiac, and visceral muscle cells did not differentiate (6,38,66). These results indicated that MEF2 is necessary for the differentiation of all types of muscle cells. MEF2 and myogenic bHLH proteins have been suggested to activate mutual expression in an autoregulatory network and maintain the expression of muscle-specific genes (5,16,31,43,56). Moreover, a recent study demonstrated that MEF2 and myogenic bHLH proteins synergistically activate expressions of muscle-specific genes via protein-protein interactions between DNA-binding domains of these heterologous classes of transcription factors (51). In addition, it has been reported that a variety of factors, such as fibroblast growth factor, transforming grow...