L6 cells are committed skeletal muscle precursors which can be induced to differentiate into multinucleated, terminally differentiated myotubes. Upon differentiation, these immature skeletal myotubes enter a quiescent state and are unable to reenter the cell cycle. We have examined expression of a series of genes involved in regulation of progression through the G1/S boundary in undifferentiated L6 cells and during terminal differentiation of L6 myoblasts. While no change in the level of cyclin D1 transcript and a transient increase in cyclin D2 transcript were observed, a large increase in cyclin D3 expression was found. Immunohistochemistry demonstrated strong staining for cyclin D3 protein in the nuclei of the multinucleated myotubes from 4 independent myoblast cell lines; L6, L8, G8 and C2C12. Immunoprecipitation confirmed a greater than 20-fold increase in the levels of cyclin D3 protein in the differentiated L6 myotubes as well as its association with a number of proteins. Western assays demonstrated, further, that cyclin D3 was complexed with the cyclin dependent-kinases, cdk2 and cdk4, in differentiated L6 cells. However, while kinase activity specific for a GST-pRB fusion protein was seen for cyclin D3-containing complexes isolated from undifferentiated cells, the high levels of cyclin D3 in the differentiated myotubes had no associated kinase activity. These data demonstrate that cyclin D3 may also have a function in terminally differentiated, quiescent cells. The lack of cyclin D3-associated kinase activity and its association with a number of different proteins suggest that cyclin D3 may regulate the function of other proteins by direct interaction with these factors.