Annexin VII exists in a 47 kDa and a 51 kDa isoform with the 51 kDa protein being the only isoform present in skeletal muscle. Expression of the 51 kDa isoform during myogenesis and localization was studied in cells after conversion into myogenic cells by transduction with MyoD and in mouse and human myogenic cell lines. MyoD expression in NIH3T3 and C3H10T1/2 fibroblasts led to disappearance of the mRNA specific for the 47 kDa isoform and appearance of the 51 kDa isoform-specific mRNA. The overall amount of annexin VII protein was reduced in myogenic converted cells. Both in undifferentiated and differentiated cells annexin VII was localized by immunofluorescence microscopy to punctate structures which were distributed all over the cell. A GFP annexin VII fusion protein showed a similar distribution. Cell fractionation studies indicated that annexin VII is equally distributed between cytosol and membrane fractions in undifferentiated cells, while in differentiated cells it is exclusively present in the membrane fraction. By sucrose gradient centrifugation of postnuclear supernatants we identified two distinct annexin VII-containing membrane populations that cofractionated with caveolin 3- and sorcin-containing membranes.