Benzyloxycarbonyl(Z)-Leu-nLeu-H(calpeptin) and Z-Leu-Met-H, cell-penetrating mhtbitors of calpain. were found to block myoblast fusion without any effect on cell proliferation and alignment along then bipolar axts. They also inhibited the accumulation of creatine kinase during myogenesis. These effects were dose-dependent, and could be reversed upon removal of the drug from the culture medium. Furthermore, treatment of the inhibitors prevented the hydrolysis of filamm, which is sensitive to cleavage by calpam m vitro and interferes with actin-myosin filament formation by cross-linking F-actin molecules. On the other hand. leupeptm, which can also mhtbtt calpain m vitro but can not penetrate into cells, showed little or no effect on both myoblast fusion and filamin cleavage. These results suggest that calpam may play an important role m cytoskeletal reorganization that is requisite for myoblast fuston. The role of calpam on the expression of muscle-spectfic proteins remams unknown Calpain: Ftlamin. Calpeptin. Myoblast fusion