During skeletal myogenesis, cell cycle withdrawal accompanies the expression of the contractile phenotype. Here we show that ectopic expression of each D-type cyclin is sufficient to inhibit the transcriptional activation of the muscle-specific creatine kinase (MCK) gene. In contrast, ectopic expression of cyclin A or cyclin E inhibits MCK expression only when they are co-expressed with their catalytic partner cyclin-dependent kinase 2 (Cdk2). For each of these conditions, myogenic transcriptional inhibition is reversed by the ectopic co-expression of the general Cdk inhibitor p21. Inhibition of MCK expression by cyclins or cyclin-Cdk combinations correlates with E2F activation, suggesting that the inhibition is mediated by the overall Rb-kinase activities of the Cdk complexes. In support of this hypothesis, a hyperactive mutant of Rb was found to partially reverse the inhibition of MCK expression by cyclin D1 and by the combination of cyclin A and Cdk2. These data demonstrate that the inhibition of myogenic transcriptional activity is a general feature of overall Cdk activity which is mediated, at least in part, by an pocket protein/E2F-dependent pathway. MCK promoter activity is also inhibited by ectopic E2F1 expression, but this inhibition is not reversed by the co-expression of p21. Analyses of a series of E2F1 mutants revealed that the transcriptional activation, leucine zipper, basic, and cyclin A/Cdk2-binding domains are dispensable, but the helix-loop-helix region is essential for myogenic inhibition. These data demonstrate that myocyte proliferation and differentiation are coordinated at the level of E2F and that these opposing activities are regulated by different E2F domains.