Human subcutaneous fat-derived mesenchymal cells recently have been shown to have the potential to differentiate in vitro into a variety of cell types, including adipocytes, osteoblasts, chondrocytes, and myoblasts. This effect suggests that fat tissue may serve as an abundant and easily acquired source of multipotent cells for tissue engineering. The multipotential characteristics of fat-derived mesenchymal cells from the inguinial fat pad of rabbit have not been clearly defined. In this study we have isolated a population of mesenchymal cells from inguinal fat from adult New Zealand white rabbits. The cells that were maintained under various differentiation conditions were shown to differentiate in vitro into adipocytes, osteoblasts, or chondrocytes; this differentiation was demonstrated using gene expression for tissue-specific proteins. We also co-cultured the cells with intervertebral disk tissue from the nucleus pulpous or from the annulus fibrosus. The fat-derived cells co-cultured with nucleus pulposus showed an increase in expression of type II collagen and aggrecan genes, compared with cells in alginate alone and cells co-cultured with annulus fibrosus. The data suggest that the fat-derived mesenchymal cells responded to soluble mediators from the disk. Future studies on intervertebral disk reconstruction could be based on our findings with fat-derived multipotential cells from the inguinal region of the rabbit that were co-cultured with disk tissue and may prove useful in tissue engineering strategies.