Ways of directly turning a somatic cell into another (a process known as transdifferentiation) would alleviate difficulties associated with current nuclear transplantation procedures and be beneficial for producing replacement cells for therapeutic purposes. Adult stem cells have been shown to display a broader differentiation potential than anticipated and may contribute to tissues other than those in which they reside. In addition, novel transdifferentiation strategies are being developed. We illustrate here a functional reprogramming of a somatic cell using a nuclear and cytoplasmic extract derived from another somatic cell type. Reprogramming of 293T fibroblasts in an extract from T cells is evidenced by nuclear uptake and assembly of transcription factors, induction of activity of a chromatin remodeling complex, changes in chromatin composition and activation of lymphoid cell-specific genes. The reprogrammed cells expressed T cell-specific surface molecules and a complex regulatory function. We propose that in vitro cell reprogramming may create possibilities for producing isogenic replacement cells for therapeutic applications. The system is also likely to constitute a powerful tool to examine the mechanisms of nuclear reprogramming as they occur in vitro.