It is well established that epithelial-mesenchymal interactions play important roles in the differentiation of stomach epithelial cells in the chicken embryo. To analyze mesenchymal influences on the differentiation of the epithelial cells, we developed a tissue culture system for stomach (proventriculus and gizzard) epithelia of chicken embryo, and examined their differentiation in the presence or absence of mesenchyme. Stomach epithelium from 6-day chicken embryo did not express embryonic chicken pepsinogen (ECPg), a marker molecule of glandular epithelial cells of proventriculus, while it expressed marker molecules of epithelial cells of the luminal surface of stomach, when cultured alone on the Millipore filter, covered with the gel consisting of extracellular matrix components. When the epithelium was recombined with mesenchyme separated by the filter, differentiation of the epithelium was affected by the recombined mesenchyme. Proventricular and lung mesenchymes induced the expression of ECPg in epithelial cells, and the expression was extensive when the gel contained basement membrane components. Proventricular and gizzard epithelia showed different responses to the mesenchymal action. We tested the effects of some growth factors on the differentiation of epithelial cells using this culture system. Furthermore we devised a “conditioned semi-solid medium experiment” for analysis of the inductive properties of proventricular and lung mesenchymes. The results of this experiment clearly demonstrated for the first time that diffusible factors from mesenchyme induce the differentiation of glandular epithelial cells in the absence of mesenchymal cells.