Ornithine decarboxylase (ODCase), the rate-limiting enzyme in polyamine biosynthesis, exhibits dramatic fluctuations in activity in response to a variety of hormones and growth factors and has been shown to be down-regulated during myogenesis. In the present study, the molecular mechanisms involved in expression of ODCase mRNA were examined in cells of the BC3H1 muscle line. Proliferating, undifferentiated Skeletal muscle differentiation involves the withdrawal of proliferating myoblasts from the cell cycle and their subsequent fusion to form multinucleated myotubes. Myogenesis is accompanied by the expression of a variety of musclespecific gene products involved in the specialized functions of the myofiber (25). During this time period, some genes encoding proteins associated with cell proliferation are down-regulated (8,26,32,41). Among the proteins that are deinduced during muscle differentiation is ornithine decarboxylase (ODCase), the rate-limiting enzyme in polyamine biosynthesis. Previous studies have shown that ODCase activity decreases dramatically at the time of myoblast fusion, suggesting that the down-regulation of this enzyme may play a central role in control of the onset of differentiation (8,41). In addition to its regulation during muscle development, ODCase has been shown to be rapidly induced in quiescent cells by a variety of hormones and growth factors (for review, see reference 34). ODCase is also regulated in a cell cycle-specific manner, with large increases in enzyme activity being required for progression of cells from the G1 to the S phase of the cell cycle (34). Despite the apparent importance of ODCase in the control of cell proliferation and possibly differentiation, the molecular mechanisms involved in regulation of ODCase gene expression remain to be determined.The BC3H1 nonfusing muscle cell line has been used as a model to study certain aspects of both smooth-muscle and skeletal-muscle differentiation (29-31, 35, 42 rapidly and do not express the muscle phenotype (20,(29)(30)(31). The removal of serum from the culture media results in the withdrawal of cells from the cell cycle and the induction of a variety of muscle-specific gene products. The accumulation of muscle-specific mRNAs can be rapidly reversed by reexposure of quiescent differentiated cells to serum (29,30) or to fibroblast growth factor (G. Spizz, D. Roman, A. Strauss, and E. Olson, J. Biol. Chem., in press).Previously, Olson et al. (30) reported that an mRNA encoding a polypeptide of Mr -50,000 was preferentially expressed in undifferentiated BC3H1 cells and was downregulated during differentiation. Because of its Mr and pattern of regulation, we considered the possibility that this mRNA might encode ODCase. In the present study, we have analyzed the molecular mechanisms involved in the regulation of ODCase mRNA expression during differentiation of BC3H1 cells. ODCase mRNA was expressed at relatively high levels in proliferating undifferentiated cells in media with 20% serum.