Embryonic stem cells (ESCs) provide an attractive model system for studying the transcriptional control of cell state. Their two key properties self-renewal and pluripotency allow them to be propagated almost indefinitely in culture, yet differentiate into any cell type in the body (Fig. 1). Although the regulatory networks that give rise to the various cell states are highly complex, a number of simple regulatory concepts have emerged from studies of ESC transcriptional control and cellular reprogramming. These concepts, which involve the roles of transcription factors, signal transduction pathways, and regulators of chromatin structure in the control of cell state, are not necessarily limited to ESCs and may apply to all cell types. TRANSCRIPTION FACTORS AND CONTROL OF ESC STATE DNA-binding transcriptional regulators are key to specific gene control. Early studies into the transcriptional control of the Escherichia coli lac operon created a framework for understanding gene control in all of biology (Jacob and Monod 1961). In the absence of lactose, the lac operon is repressed by the lac repressor, a DNA-binding protein that binds specifically to a DNA element just downstream from the transcription start site called the lac operator. When the repressor is bound to the lac operator, transcription initiation by RNA polymerase is inhibited. If lactose is present, it is metabolized into allolactose, which binds the lac repressor protein and alters its conformation, thus preventing it from binding to the lac operator, and allowing transcription to occur. A second control mechanism , that involves sensing of the nutrient environment and a second DNA-binding transcriptional regulator, can contribute to further activation of the lac operon in the absence of glucose. Cyclic adenosine monophosphate (cAMP) is a signaling molecule whose prevalence is inversely propor-We review key insights into transcriptional regulation of cell state that have emerged from the study of embryonic stem cells. These insights are described in the context of historical studies of the roles of transcription factors, signal transduction pathways , and regulators of chromatin structure. We highlight recent studies that have led to the model that mediator and cohesin physically and functionally connect the enhancers and core promoters of a key subset of active genes in cells, thus generating cell-type-specific DNA loops linked to the gene-expression program of each cell. Mutations in the genes encoding mediator and cohesin components can cause an array of human developmental syndromes and diseases, and we discuss the implications of these findings for the mechanisms involved in these diseases.