Abstract: Objective To determine whether hAECs can differentiate into follicle-like structure. Methods hAECs were isolated from human term placenta and cultured sequentially in medium supplemented with 5% human follicular fluid. The morphology of the cells was examined by inverted microscope. Changes of estradiol levels and expressions of germ cell specific gene in the cultured medium were detected by chemiluminescence immunoassay and Real time-Polymerase Chain Reaction (RT-PCR), respectively. Results Oocyte-like cells (OLCs) were found in those cultured in the medium supplemented with 5% human follicular fluid. The OLCs gradually aggrandized, shrunk and finally disappeared over time. However, this phenomenon was not observed in the control group. Higher expressions ofDAZLandGDF9were found in the follicle group compared with the control which medium without 5% human follicular fluid (P< 0.05), with two peaks. No significant difference in the expression ofSCP3was found between the two groups (P>0.05). Estradiol was detected in the culture medium of the follicle group in a mode of decreasing-rising-decreasing, but not in the control group. Conclusion hAECs have the potential to trans-differentiate into the follicle-like structure in vitro.