Treatment of mouse teratocarcinoma F9 cells with alltrans-retinoic acid (RA) causes a 9-fold increase in steady-state levels of mRNA for UDP-Gal:-D-Gal ␣1,3-galactosyltransferase (␣1,3GT) beginning at 36 h. Enzyme activity rises in a similar fashion, which also parallels the induction of laminin and type IV collagen. Nuclear run-on assays indicate that this increase in ␣1,3GT in RA-treated F9 cells, like that of type IV collagen, is transcriptionally regulated. Differentiation also results in increased secretion of soluble ␣1,3GT activity into the growth media. The major ␣-galactosylated glycoprotein present in the media of RA-treated F9 cells, but not of untreated cells, was identified as laminin. Differentiation of F9 cells is accompanied by an increase in ␣-galactosylation of membrane glycoproteins and a decrease in expression of the stage-specific embryonic antigen, SSEA-1 (also known as the Lewis X antigen or Le X ), which has the structure Gal1-4(Fuc␣1-3)GlcNAc1-R. However, flow cytometric analyses with specific antibodies and lectins, following treatment of cells with ␣-galactosidase, demonstrate that differentiated cells contain Le X antigens that are masked by ␣-galactosylation. Thus, RA induces ␣1,3GT at the transcriptional level, resulting in major alterations in the surface phenotype of the cells and masking of Le X antigens.