Thymidine kinase (TK) is representative of a class of enzymes involved in DNA precursor biosynthesis that declines as cells withdraw from the cell cycle. If TK activity is regulated exclusively by the availability of messenger RNA, changes in enzyme activity levels should not precede or excede changes in TK mRNA levels. This prediction was tested in several tissues during chicken embryogenesis and in differentiating muscle cells in culture. A sensitive method of determining absolute TK mRNA levels was developed. A synthetic complimentary RNA probe spanning an intron acceptor site in the chicken TK gene was hybridized with cellular RNA or synthetic colinear TK RNA of known concentration. After RNase digestion and gel electrophoresis, the intensity of the protected fragment was used to calculate absolute TK mRNA levels. As few as 0.02 molecules of TK mRNA per cell could be measured accurately. Depending on the tissue type, 8-day embryos contained between 3 and 12 TK mRNAs per cell. Proliferating mouse muscle cells transformed with the chicken TK gene contained between 30 and 150 TK mRNAs per cell. Both in vivo and in vitro, TK mRNA levels declined as cells withdrew from the cell cycle during differentiation. In vivo, the decline in TK activity never preceded or exceeded observed changes in TK mRNA. However, in the cell culture system, TK activity consistently declined to a greater extent than TK mRNA. Thus, a translational or a post-translational mechanism must also be operative in controlling TK activity levels. Estimation of transcription rates in nuclei isolated from proliferating and differentiated muscle cell transformants indicated that the TK gene was transcriptionally repressed in postreplicative cells.