Developing cells divide and differentiate, and in many tissues, such as bone, muscle, and placenta, cells fuse acquiring specialized functions. While it is known that fused-cells are differentiated, it is unclear what mechanisms trigger the programmatic-change, and whether cell-fusion alone drives differentiation. To address this, we employed a fusogen-mediated cell-fusion system involving undifferentiated cells in tissue culture. RNA-seq analysis revealed cell-fusion initiates a dramatic transcriptional change towards differentiation. Dissecting the mechanisms causing this reprogramming, we observed that after cell-fusion plasma-membrane surface area decreases through increased endocytosis. Consequently, glucose-transporters are internalized, and cytoplasmic-glucose and ATP transiently decrease. This low-energetic state activates AMPK, which inhibits YAP1, causing cell-cycle arrest. Impairing either endocytosis or AMPK prevents YAP1 inhibition and cell-cycle arrest after fusion. Together these data suggest that cell-fusion-induced differentiation does not need to rely on extrinsiccues; rather the plasma-membrane diminishment forced by the geometrictransformations of cell-fusion cause transient cell-starvation that induces differentiation. GLUCOSE [GLUC] AMPK [ATP] YAP1 NON-FUSED CELLS PROLIFERATIVE STATE Proliferation genes GLUCOSE [GLUC] [ATP] YAP1-P SYNCYTIUM DIFFERENTIATED STATE Differentiation genes GLUCOSE [GLUC] AMPK [ATP] LOW ENERGY STATE / REMODELING YAP1 CME Proliferation genes CELL FUSION Figure 8. Feliciano et al.