Objective: To determine whether stromal cells isolated from Wharton’s jelly of the umbilical cord (WJ-MSCs) and Placenta (PL-MSC) can differentiate to endometrial-like cells and to compare the differentiation abilities under three different culture conditions, a step towards improving embryo- implantation in the uterine cavity.Design: Experimental study.Setting: Cairo university-Abo El-Reesh Hospital Lab of Clinical Pathology, Shebin Elkoom El-Taalemy Hospital.Patients: Two endometrial tissues were obtained from women undergoing hysterectomy with no endometrial pathology. Two follicular fluid samples were obtained during ovum pick- up during IVF cycle .Ten umbilical cord and placenta segments were obtained from full-term elective cesarean sections deliveries. Intervention: Isolation of mesenchymal stem cells from both WJ and placenta was done using the method of Chen et al (2009) then, the obtained MSCs were cultured in 3 different media; follicular fluid conditioned medium(FF) ,endometrium only conditioned media (ECM) and both (FF+ECM).Main Outcome Measure: The proliferation of MSCs was evaluated morphologically by the appearance of glandular structures, clusters of cells, or tubules, by cell counting and calculating fold increase in cell count .and immunohistochemical detection of progesterone receptor Results: Wharton Jelly MSCs and Placenta-derived MSC were able to differentiate to endometrial-like cells. However, Placenta derived MSC had higher proliferative potential than Wharton Jelly derived MSCs and also showed highly significant appearance of endometrial-like pattern and Pg receptor expression compared to Wharton Jelly Derived MSC.