Expression of a transfected MyoD gene induces myogenic differentiation of most cell types. In this study, we evaluated the ability of an exogenous MyoD gene to induce myogenic conversion in two pairs of matched cell lines with different degrees of differentiation within either the osteoblastic or chondrocytic lineage. We show that osteoblasts and chondrocytes are resistant to the myogenic effects of MyoD alone. However, in their less-differentiated cell line counterparts, MyoD induces expression of muscle-cell-specific markers. Less-differentiated osteoblasts can be made resistant to MyoD-induced myogenic conversion by induction of adipogenic differentiation using dexamethasone. Finally, a dominant positive form of MyoD, one which is tethered to a partner, E47, activates muscle-specific gene expression in osteoblasts. Our results suggest that the response of a cell to MyoD depends on its lineage and its degree of differentiation. Furthermore, commitment of cells to the osteoblastic or chondrocytic lineage may involve inhibition of alternative pathways, such as those leading to myoblastic differentiation. Finally, osteoblasts may express a protein(s) which interferes with the activity of MyoD by inhibiting its association with E proteins. This interference can be overcome by expression of the MyoD-E47 hybrid, suggesting that osteoblasts are otherwise competent to undergo myogenic conversion. (C) 1996 Academic Press, Inc.