Skeletal muscle differentiation is accompanied by the withdrawal of the proliferating myoblasts from the cell cycle in the G1 phase. We showed earlier that the length of G1 and the timing of the differentiative transition could be controlled in large part by the composition of the culture medium. In this study we have asked whether a G1 arrest imposed independently of the culture medium is sufficient to elicit the differentiative response. To examine this possibility we have characterized a new G1-specific ts murine myoblast line. This line, ts-36, was identified as a G1-specific mutant on the basis of four criteria: prolonged viability at the nonpermissive temperature (npt), the kinetics of cell cycle withdrawal and reentry in temperature shift experiments, the ability of the cells to differentiate at the npt in low-growth medium, and, finally, the observation that, by the criterion of flow microfluorometry, the mutant cells block at the G1 landmark in the cell cycle. A ts-imposed G1 arrest of up to 96-hr duration is by itself insufficient to activate the differentiative program in ts-36 cells cultured in complete growth medium. The differentiated phenotype is expressed, however, in temperature-arrested cells cultured either in low-growth (conditioned) medium or in a medium from which mitogens have been removed by ultrafiltration. Differentiation can be reversed by refeeding with complete growth medium. The effects of growth medium can be mimicked by FGF to the extent of inhibiting activation of the differentiative program in temperature-arrested ts-36 cells and in eliciting downregulation of muscle-specific contractile protein synthesis. Extrapolating from these observations suggests that growth factors may have more than one role in myogenesis in vitro. They not only stimulate proliferation, but also inhibit differentiation in the absence of proliferation. Examining the kinetics of withdrawal from the cell cycle indicates that ts-36, cultured in conditioned medium blocks at the npt restriction point rather than the conditioned medium block. Our results suggest that two conditions must be met to trigger myogenic differentiation in vitro. Withdrawal from the cell cycle in G1 alone is not sufficient. Reduction of the mitogen level in the medium below a threshold level is an obligate condition for phenotypic expression.