The role of polypeptide growth factors in promoting muscle differentiation is uncharacterized. We have used a fusing skeletal muscle cell line, C2, to examine the endogenous expression of one peptide, insulin-like growth factor II (IGF-II), and its receptor during differentiation. The synthesis of IGF-II is low during proliferation of myoblasts; IGF-II mRNA can be detected only through use of a highly sensitive solution-hybridization assay. Competition binding studies reveal that the IGF-II receptor is similarly nonabundant in myoblasts. During differentiation IGF-II mRNA rises rapidly. A nearly 4-fold increase is seen within 16 hr of onset of the differentiation process, and levels are 25 times higher than those in myoblasts by 96 hr, when myotubes have formed and muscle-specific alpha-actin mRNAs are synthesized. IGF-II accumulates in conditioned culture medium with similar kinetics. The expression of IGF-II receptors on the cell surface increases almost 6-fold 24 hr after the onset of differentiation and remains high. These studies suggest that IGF-II and its receptor are coordinately regulated during myogenic differentiation in C2 cells and that IGF-II may be an autocrine factor for skeletal muscle.