Ornithine decarboxylase (ODCase), the rate-limiting enzyme in polyamine biosynthesis, exhibits dramatic fluctuations in activity in response to a variety of hormones and growth factors and has been shown to be down-regulated during myogenesis. In the present study, the molecular mechanisms involved in expression of ODCase mRNA were examined in cells of the BC3H1 muscle line. Proliferating, undifferentiated cells in medium with 20% fetal calf serum displayed high levels of ODCase mRNA and enzyme activity. The transfer of proliferating cells to medium containing 0.5% serum resulted in their withdrawal from the cell cycle and a 20- to 50-fold reduction in the steady-state level of ODCase mRNA within 24 h. Down-regulation of ODCase mRNA was paralleled by a decrease in ODCase enzyme activity and ODCase gene transcription. ODCase mRNA was rapidly reinduced by exposure of quiescent, differentiated cells to medium with 20% serum or by inhibition of protein synthesis with cycloheximide. The accumulation of ODCase mRNA after mitogenic stimulation or protein synthesis inhibition was accompanied by an increase in ODCase gene transcription. The mechanisms whereby mitogens and protein synthesis inhibitors induced ODCase transcription appeared to be different since cycloheximide potentiated the effects of mitogens, resulting in superinduction of ODCase transcription to a level significantly greater than in the presence of mitogens alone. These results indicate that ODCase down-regulation during myogenesis is controlled primarily at the level of ODCase gene transcription. These data also demonstrate that ODCase expression is regulated by antagonistic signals, positive signals for transcription elicited by mitogens and negative signals from endogenous protein repressors that influence ODCase transcription.