Although RhoA activity is necessary for promoting myogenic mesenchymal stem cell fates, recent studies in cultured cells suggest that down-regulation of RhoA activity in specified myoblasts is required for subsequent differentiation and myotube formation. However, whether this phenomenon occurs in vivo and which Rho modifiers control these later events remain unclear. We found that expression of the Rho-GTPase-activating protein, GRAF1, was transiently up-regulated during myogenesis, and studies in C2C12 cells revealed that GRAF1 is necessary and sufficient for mediating RhoA down-regulation and inducing muscle differentiation. Moreover, forced expression of GRAF1 in pre-differentiated myoblasts drives robust muscle fusion by a process that requires GTPase-activating protein-dependent actin remodeling and BAR-dependent membrane binding or sculpting. Moreover, morpholino-based knockdown studies in Xenopus laevis determined that GRAF1 expression is critical for muscle development. GRAF1-depleted embryos exhibited elevated RhoA activity and defective myofibrillogenesis that resulted in progressive muscle degeneration, defective motility, and embryonic lethality. Our results are the first to identify a GTPase-activating protein that regulates muscle maturation and to highlight the functional importance of BAR domains in myotube formation.Skeletal muscle development is a tightly regulated process involving the specification of mesodermal precursors into myoblasts and subsequent differentiation and fusion of these cells into multinucleated myotubes. Primary myogenesis is initiated in somites via the spatial and temporal expression of myogenic regulatory factors that include MyoD and Myf5, which are required for initial specification of skeletal myoblasts, and myogenin, MRF4, and myocyte-specific enhancer factors (MEF2a and MEF2c), which induce differentiation of these specified cells. Additional transcriptional control of skeletal muscle differentiation is imparted by serum-response factor, a MADS box-containing transcription factor that promotes both myoblast proliferation and expression of skeletal muscle marker genes (for review see Ref. 1).It is not completely clear how these myogenic regulatory factors are activated during development, but it is known that the small GTPase Rho (which can induce serum-response factordependent gene transcription) plays a role. RhoA was reported to both promote and interfere with the skeletal muscle differentiation program (for review see Ref.2). However, more recent studies in cultured cells suggest that RhoA activity must be tightly regulated in a finely coordinated time-dependent manner to ensure appropriate skeletal muscle formation (3-5). Specifically, these later studies showed that although RhoA activity is necessary for specification of myoblasts, down-regulation of RhoA activity in specified myoblasts is essential for subsequent cell cycle withdrawal, expression of skeletal muscle differentiation genes, and myotube fusion (i.e. secondary myogenesis). The mechanism by which ...