Directly turning a somatic cell type into another would be beneficial for producing replacement cells for therapeutic purposes. To this end, novel cell reprogramming strategies are being developed. We describe here methods for functionally reprogramming a somatic cell using an extract derived from another somatic cell type. The procedure involves reversible permeabilization of 293T fibroblasts, incubation of the permeabilized cells in a nuclear and cytoplasmic extract of T-cells, resealing of the "reprogrammed" cells, and culture for assessment of reprogramming. Reprogramming has been evidenced by nuclear uptake and assembly of transcription factors, induction of activity of a chromatin remodeling complex, changes in chromatin composition, activation of lymphoid cell-specific genes, and expression of T-cell-specific surface molecules. The system is likely to constitute a powerful tool to examine the processes of nuclear reprogramming, at least as they occur in vitro.