Induction of mesenchymal stem cells (MSCs) differentiation by growth factors is not likely to be acceptable for clinical application. In this study, MSCs and hepatocytes isolated from male Sprague-Dawley rats were indirectly co-cultured by sharing media, without any growth factor, for 14 days. Differentiation was investigated by detection of hepatic markers, albumin, $alpha$-fetoprotein (AFP), cytokeratin-18 (CK18), and bile ductal epithelial cell marker cytokeratin-19 (CK19) on reverse transcription polymerase chain reaction (RT-PCR), immunofluorescence staining, and Western blot. Periodic acid-schiff (PAS) staining, low density lipoproteins (LDL) uptake analysis, and urea assay were performed to detect metabolic activities of differentiated cells. MSCs in co-culture group showed positive expression for albumin, AFP, and CK19, but little for CK18. Data indicates that co-cultured MSCs were differentiated into oval cell stage, the hepatic progenitor, but not directly toward complete hepatocytes. Our finding suggests that indirect co-culture system has potential to generate regenerative hepatocytes by hepatic progenitor cells differentiated from MSCs.