We report the induction of embryonic gene expression in epithelial HC-11 cells upon communication with blastomeres in compacting mouse embryos. In contrast to NIH3T3 fibroblasts, HC-11 epithelial cells form gap junctions with blastomeres after injection into cleavage-stage embryos, as shown by targeting of phosphorylated connexin43 (pCx43) to areas of cell-to-blastomere contact and dye coupling. This was accompanied by expression of the embrvo-specific transcription factor, Oct-3/4, in the HC-11 cells. Dye coupling and Oct-3/4 expression were abolished with heptanol and 18beta- glycyrrhetinic acid, two gap junction blockers. Oleamide, which blocks gap junction-mediated communication but not electrical conductance, also inhibited Oct-3/4 expression in HC-11 cells, suggesting that Oct-3/4 induction results from transfer of molecules of < 1 kDa through gap junctions. Inhibition of cAMP signaling in blastomeres abolishes Oct-3/4 expression in somatic cells despite gap junction formation. In addition, reprogramming of NIH3T3 fibroblasts in an extract of HC-11 cells enabled assembly of pCx43 and Oct-3/4 expression after contact of the reprogrammed cells with blastomeres. We propose that gap junction-mediated cAMP signaling between blastomeres and somatic cells results in changes in somatic cell gene expression.