Mice deficient for the RB gene (RB-/-), prior to death at embryonic day 14.5, show increased cell death in all tissues that normally express RBI: the nervous system, liver, lens, and skeletal muscle precursor cells. We have generated transgenic mice (RBlox) that express low levels of pRb, driven by an RB1 minigene. RBIox/RB -/-mutant fetuses die at birth with specific skeletal muscle defects, including increased cell death prior to myoblast fusion, shorter myotubes with fewer myofibrils, reduced muscle fibers, accumulation of elongated nuclei that actively synthesized DNA within the myotubes, and reduction in expression of the late muscle-specific genes MCK and MRF4. Thus, insufficient pRb results in failure of myogenesis in vivo, manifest in two ways. First, the massive apoptosis of myoblasts implicates a role of pRb in cell survival. Second, surviving myotubes failed to develop normally and accumulated large polyploid nuclei, implicating pRb in permanent withdrawal from the cell cycle. These results demonstrate a role for pRb during terminal differentiation of skeletal muscles in vivo and place pRb at a nodal point that controls cell proliferation, differentiation, and death.[Key Words: Retinoblastoma gene; differentiation; myogenesis; cell cycle control; apoptosis] Received July 25, 1996; revised version accepted October 16, 1996.Terminal differentiation is a dynamic process coupled to cell cycle arrest that requires continuous active control (Blau 1993). The retinoblastoma gene (RB1) product (pRB) has been implicated in cell cycle exit and terminal differentiation. For example, SV40 large T antigen, which binds and inactivates pRb, can stimulate differentiated myotubes in culture to reenter the cell cycle (Gu et al. 1993). RB1 is a tumor suppressor gene, absence of which predisposes individuals to retinoblastoma in infancy and, to a lesser extent, osteosarcoma in the second decade of life, at times when these tissues normally undergo terminal differentiation (for review, see Zacksenhaus et al. 1993a). Inactivation of RB1 also contributes to the malignant progression of a wide spectrum of tumors including breast, prostate, lung, and bladder. Moreover, tumors with apparently normal RB1 frequently contain mutations in the pathway that regulates pRb function, 4These authors contributed equally to this work. 5Corresponding authors. resulting in inactivation of pRb (for review, see Weinberg 1995).pRb is a member of a family of proteins including p107 (Ewen et al. 1991) and p130 (Harmon et al. 1993;Li et al. 1993) that interact with transcription factors and viral oncoproteins through shared conserved domains. The RB family of proteins exerts a negative effect on cell proliferation by modulating the activity of certain transcription factors (Defeo-Jones et al.