Thyroid hormone (T 3 ) is a key regulator of fetal organ maturation. Premature elevations of thyroid hormone may lead to a 'mature' cardio-phenotype. Thyroid hormone will stimulate maturation of ovine fetal cardiomyocytes in culture by decreasing their proliferative capacity. Group 1 fetal cardiomyocytes (w135 days gestation) were incubated with T 3 (1 . 5, 3, 10, and 100 nM) and bromodeoxyuridine (BrdU; 10 mM) for 24 and 48 h. Group 2 cardiomyocytes were cultured with T 3 alone for later protein analysis of cell cycle regulators. At all concentrations, T 3 decreased BrdU uptake fourfold in serum media (P!0 . 001 versus serum, nZ5).Following serum-free (SF) T 3 treatment, BrdU uptake was inhibited when compared with serum (P!0 . 001 versus serum, nZ5). p21 expression increased threefold (P!0 . 05 versus serum free, nZ4) and cyclin D1 expression decreased twofold (P!0 . 05 versus serum, nZ4) in T 3 -treated cardiomyocytes.(1) T 3 inhibits fetal cardiomyocyte proliferation, while (2) p21 protein levels increase, and (3) cyclin D1 levels decrease. Thus, T 3 may be a potent regulator of cardiomyocyte proliferation and maturation in the late gestation fetus.