Oct4 and Nanog are transcription factors involved in pluripotency of stem cells. In general, Oct4 is up-regulated by Nanog. In previous results, however, Oct4 was differentially regulated by various doses of Nanog in P19 cells. High dose Nanog down-regulated the Oct4 expression. This negative feedback event was performed by DNMT and HDAC through the inhibitor assays (5-AZA-cytidine and trichostatin A). To identify the precise recruited sites for DNMT and HDAC, ChIP assay was performed in differential doses of Nanog. As a result, HDAC1, HDAC2, DNMT3A and Nanog were recruited to CR2, CR3, CR1, and CR4 upon high dose Nanog, respectively. Next, to investigate the differentiation potency of the cells upon high dose Nanog, RT-PCR with specific markers for three germ layers was performed. However, there was no increase for three germ layers in high dose Nanog treated cells except E-cadherin expression. E-cadherin is a specific marker for epithelial cells. Taken together, high dose Nanog induces Oct4 down-regulation and results in differentiating embryonic carcinoma cells to epithelial cell type. These results will be helpful for study on regulation of pluripotency-related genes in embryonic stem cells. * This study was supported by 2012 Post Doctoral Fellowship Program of National Institute of Animal Science, Rural Development Administration, Republic of Korea. This work received grant support from the Agenda Program (No.PJ007577), Rural Development Administration, Republic of Korea.