Sjogren's syndrome and radiotherapy for head and neck cancer result in severe xerostomia and irreversible salivary gland damage for which no effective treatment is currently available. Cell culture methods of primary human salivary gland epithelial cells (huSGs) are slow and cannot provide a sufficient number of cells. In addition, the majority of cultured huSGs are of a ductal phenotype and thus not fluid/saliva secretory cells. Some reports indicated that mesenchymal stem cells (MSCs) possessed the potential to differentiate into epithelial cells. To test this hypothesis with huSGs, a coculture system containing 2 chambers separated by a polyester membrane was used to study the capacity of human MSCs to adopt an epithelial phenotype when cocultured with human salivary gland biopsies. Results were that 20%-40% of cocultured MSCs expressed tight junction proteins [claudin-1 (CLDN-1), -2, -3, and -4; occludin; junctional adhesion molecule-A; and zonula occludens-1] as well as other epithelial markers [aquaporin-5, α-amylase (α-AMY), and E-cadherin], and generated a higher transepithelial electrical resistance. Electron microscopy demonstrated that these MSCs had comparable cellular structures to huSGs, such as tight junction structures and numerous secretory granules. Quantitative real time (RT)-polymerase chain reaction revealed an upregulation of several salivary genes (aquaporin-5, AMY, and CLDN-2). Moreover, the amounts of α-AMY detected in cocultured MSCs were comparable to those detected in huSGs control cultures. These data suggest that cocultured MSCs can demonstrate a temporary change into a salivary gland acinar phenotype.