Myogenic precursor cells withdraw irreversibly from the cell cycle as they differentiate into mature myotubes. Cell cycle exit occurs early during the differentiation program and is required for normal expression of the contractile phenotype. Differentiated myocytes also display a decreased propensity to undergo apoptotic cell death. The upregulation of the cyclin-dependent kinase inhibitor p21 and the dephosphorylation of retinoblastoma protein (pRb) appear to be critical regulatory events for the establishment of both the postmitotic and apoptosis-resistant states. The coordinated regulation of cell proliferation and death provides the developing embryo with a mechanism for controlling muscle mass and thereby the size of individual motor units.