Clones of differentiation-defective myoblasts were isolated by selecting clones of L6 rat myoblasts that did not form myotubes under differentiation-stimulating conditions. Rat skeletal myosin light chain synthesis was induced in heterokaryons formed by fusing these defective myoblasts to differentiated chick skeletal myocytes. This indicates that the structural gene for this muscle protein was still responsive to chick inducing factors and that the defective myoblasts were not producing large quantities of molecules that dominantly suppressed the expression of differentiated functions . The regulation of the decision to differentiate was then examined in hybrids between differentiation-defective myoblasts and differentiation-competent myoblasts . Staining with antimyosin antibodies showed that the defective myoblasts and homotypic hybrids formed by fusing defective myoblasts to themselves could in fact differentiate, but did so more than a thousand times less frequently than the 64% differentiation achieved by competent L6 myoblasts or homotypic competent x competent L6 hybrids . Heterotypic hybrids between differentiation-defective myoblasts and competent L6 cells exhibited an intermediate behavior of -1% differentiation . A theoretical model for the regulation of the commitment to terminal differentiation is proposed that could explain these results by invoking the need to achieve threshold levels of secondary inducing molecules in response to differentiation-stimulating conditions. This model helps explain many of the stochastic aspects of cell differentiation .During the past twenty years cultured cells have become one ofthe most,important tools for the study ofcell differentiation . Unfortunately, the expression of differentiated functions is frequently unstable under conditions of continuous cell culture (1-7). Although overgrowth ofthe differentiated cell type by "fibroblastoid cells" is often invoked as the cause in primary cultures, there is good evidence in some systems that differentiated diploid cells can "dedifferentiate" and reduce their synthesis of differentiated products (2, 3, 7). This loss of differentiated functions is also observed in cloned established cell lines where, if overgrowth is the cause, it is overgrowth by a dedifferentiated variant arising within the cloned population .The mechanisms by which cells lose the capacity to express differentiated functions and the nature of the differentiated program in nonexpressing variants are important issues for understanding the regulation and maintenance of cell differentiation. In the present study we have approached this problem by examining the regulation of muscle functions in heterokaryons and cell hybrids involving differentiation-defective myoblasts. We have previously shown that rat skeletal myosin light chain synthesis is induced when undifferentiated rat myoblasts are fused with polyethylene glycol to mononucleated differentiated chick skeletal myocytes (8,9). This suggests that differentiated chick myocytes contain factors...