The effect of astrocytes on the growth and differentiation of co-cultured mesenchymal stem cells (MSCs) was studied. MSCs of Wistar rats were isolated, cultured and labeled with Hoechst33342. The labeled MSCs were co-cultured with astrocytes in DMEM/F12/10%FBS. The growth status and morphologic change of MSCs were observed. The expression of specific protein NeuN, GFAP and CNP was detected by using immunofluorescence staining. The results showed that the two kinds of co-cultured cells grew well. Some labeled MSCs stretched out long processes with spin, triangle and star shapes. Immunofluorescence stain showed that these cells expressed NeuN, GFAP or CNP. It was suggested that astrocytes could promote the prolifevation of co-cultured MSCs and induce them to differentiate into neural like cells.