The regulatory circuits that orchestrate mammalian myoblast cell fusion during myogenesis are poorly understood. The transcriptional activity of FoxO1a directly regulates this process, yet the molecular mechanisms governing FoxO1a activity during muscle cell differentiation remain unknown. Here we show an autoregulatory loop in which FoxO1a directly activates transcription of the cyclic GMP-dependent protein kinase I (cGKI) gene and where the ensuing cGKI activity phosphorylates FoxO1a and abolishes its DNA binding activity. These findings establish the FoxO1a-to-cGKI pathway as a novel feedback loop that allows the precise tuning of myoblast fusion. Interestingly, this pathway appears to operate independently of muscle cell differentiation programs directed by myogenic transcription factors.Fusion of cell membranes is required for the proper function and morphogenesis of several mammalian cell types, including macrophages, trophoblasts, spermatozoa and oocytes, and myoblasts that form skeletal muscle. While the mechanisms regulating intracellular membrane fusion events have been studied in some detail (4, 17), very little is known regarding the mechanisms governing mammalian cell-to-cell fusion events.Complex programs orchestrate myogenesis, which involve coordinated myogenic cell migration, recognition, adhesion, alignment, and finally membrane fusion. The FoxO family of transcription factors (FoxO1a, FoxO3, and FoxO4a) regulates diverse cellular responses, including apoptosis, cell cycle arrest, differentiation, DNA repair, and oxidative stress (1,3,7,34). While the ability of FoxO's to regulate divergent processes such as apoptosis and differentiation seems somewhat paradoxical, some of the cellular alterations associated with skeletal muscle cell differentiation do share a high degree of similarity with many phenotypic changes usually associated with apoptosis. Indeed, cytoskeleton remodeling and actin fiber disassembly are features shared by these two processes (10,14,16,29,32), and myosin light chain kinase, a conserved regulator of muscle cell contraction, is also essential for the blebbing of cell membranes observed during apoptosis (23). Furthermore, matrix metalloproteinases are required for both apoptosis and muscle cell fusion (28, 36), and activation of caspase 3, a key effector apoptotic protease, is also required for skeletal muscle cell differentiation (11).FoxO1a is essential for normal development, as evidenced by the fact that knockout mice lacking FoxO1a die at embryonic day 9.5 (E9.5) to E10.5 due to defects in vasculogenesis, whereas targeted deletions of the close FoxO1a homologs FoxO3 and FoxO4a lead to limited, if any, developmental phenotypes (8, 18). Interestingly, endothelial cells lacking FoxO1a fail to reorganize into vessel-like structures when stimulated with vascular endothelial growth factor (12), suggesting that FoxO1a directs cytoskeleton remodeling and cell-cell interactions during the formation of the vasculature. In addition, FoxO1a is both necessary and sufficient to regu...