Myoblasts from primary rat cultures and established mouse (Cl10) and rat (L6, Ama 420) cell lines were examined for c-oncogene expression during exponential growth and under conditions which allowed myogenic differentiation. The abundance of c-Ki-ras transcripts in mRNA from confluent, quiescent cultures was reduced to 15-40% of that in mRNA from exponentially growing cells. This reduction was found both in primary myoblast cultures, myoblast lines that formed myotubes (L6 and Cl10) and in a differentiation defective subline (Ama 420). The level of c-myc transcripts was lowered when myogenic rat L6 myoblasts reached a high cell density, stopped DNA synthesis and formed myotubes. At the same cell density, growth arrested myoblasts of differentiation defective Ama 420 cells maintained a high level of c-myc expression. This shows that DNA replication and c-myc expression are independently regulated. All myoblast lines also showed expression of c-abl during exponential growth phase. Reduced expression was seen in differentiated L6 and Cl10 cultures. No expression was detected when mRNA from multiplying and differentiating myoblasts cultures were probed for c-myb, c-erbA, c-erbB, c-mos, c-fes, and c-src. The observations are consistent with a role for c-Ki-ras in myoblast proliferation and suggest that a reduction in c-myc expression may be a necessary prerequisite for terminal myogenic differentiation.