ABSTRACT. In skeletal myogenic differentiation, myoblasts fuse with myogenic cells spontaneously, but do not fuse with non-myogenic cells either in vivo or in vitro, suggesting that the fusion of myoblasts with non-myogenic cells is unsuitable for differentiation. To understand the inevitability of the fusion among myoblasts, we prepared heterokaryons in crosses between quail myoblasts transformed with a temperature-sensitive mutant of Rous sarcoma virus (QM-RSV cells) and rodent non-myogenic cells, such as tumor cells, fibroblasts, or neurogenic cells by HVJ (Sendai virus) and examined how myogenic differentiation was influenced in the prepared heterokaryons, focusing on myogenin expression and myofibril formation as markers of differentiation. When presumptive QM-RSV cells were fused with non-myogenic cells by HVJ and induced to differentiate, both myogenin expression and myofibril formation were suppressed. When myotubes of QM-RSV cells that had already expressed myogenin and formed myofibrils were fused with non-myogenic cells, both myogenin and myofibrils disappeared. Especially, fibrous structures of myofibrils were significantly lost and dots or aggregations of F-actin were formed within 24 hr after formation of heterokaryons. However, the fusion of presumptive or differentiated QM-RSV cells with rodent myoblasts did not disturb myogenin expression or myofibril formation. These results suggest that mutual fusion of myoblasts is indispensable for normal myogenic differentiation irrespective of the species, and that some factors inhibiting myogenic differentiation exist in the cytoplasm of non-myogenic cells, but not in myoblasts.Key words: myogenesis/cell fusion/heterokaryon/myogenin/myofibril/HVJ (Sendai virus) Skeletal myoblasts fuse together spontaneously to form multinucleated myotubes as a final step of their sequential differentiation which involves multiple steps (Knudsen and Horwitz, 1977;Bischoff, 1978;Wakelam, 1985). Concomitant with this drastic morphological differentiation, muscle regulatory factors, such as MyoD and myogenin begin to operate (Weintraub, 1993;Olson and Klein, 1994), and myoblasts start to differentiate biochemically. Muscle-specific proteins such as a-actin, myosin, and creatine kinase, which are needed for the mature structure and function of muscle, begin to be expressed, myofibrils are constructed, and myotubes mature into muscle fibers (Yaffe, 1971;Wakelam, 1985;Kaufman and Foster, 1988).We have been studying myogenic differentiation, mainly focusing on the step of myoblast fusion for myotube formation, using quail myoblasts (QM) transformed with a temperature-sensitive mutant of Rous sarcoma virus (RSV), QM-RSV cells (Kim et al., 1992a, b;Saiuchi et al