The temperature-conditional mutant tsA58 of SV40 large T antigen (Tag) increases the proliferation rate and the number of cell divisions in primary murine and human myogenic cells when expressed under permissive conditions (i.e., at 33 degrees C in medium containing high levels of serum). Under these conditions, Tag also prevents terminal differentiation. Under nonpermissive conditions (i.e., at 39 degrees C in medium containing low levels of serum) in which Tag is largely inactive, proliferation is arrested, and differentiation occurs. However, even at a permissive temperature, the removal of serum induced myosin expression and the fusion of myogenic cells, which continued to express functional Tag. Although Tag was complexed with pRb, as expected from a functional protein, proliferation was nevertheless arrested, and differentiation was induced. Consistent with these findings, the exposure of Tag-expressing differentiated myotubes to serum at 33 degrees C did not reinduce DNA synthesis in these cells. Thus, in myogenic cells, temperature-conditional mutants of Tag stimulate proliferation in the presence of serum but neither prevent terminal differentiation in the absence of serum nor induce DNA synthesis once complete withdrawal from the cycle has occurred.