Objective: To investigate the effect of glucose and insulin concentrations on differentiation of umbilical cord lining progenitor cells to adipocyte-like cells (ALCs). Methods: Cord lining mesenchymal cells (CLMCs) were isolated from the explant of human umbilical cord amniotic membrane. CLMCs were subjected to differentiation under various culture conditions for 20 days. Lipid droplets were confirmed with Oil Red O staining. Gene expressions of adipsin and peroxisome proliferator-activated receptor gamma (PPARg) were analyzed using reverse transcription-PCR. Leptin and adiponectin secretions were detected using enzyme-linked immunosorbent assay kit. Results: CLMCs became irregular, cuboidal-shaped cells that resemble adipocytes, and Oil Red O staining showed the presence of lipid droplets. The gene expressions of PPARg and adipsin were upregulated. Leptin and adiponectin secretions by naive CLMCs were below the limits of detection. Matured ALCs cultured in low-glucose medium significantly secreted leptin and adiponectin, whereas those in high-glucose medium significantly secreted only leptin. Insulin concentration affects leptin but not adiponectin secretion. Conclusions: Under different culture conditions, CLMCs can differentiate into ALCs that resemble adipocytes in either normalweight or obese individuals. Hence, these ALCs have the potential to be used as an in vitro model to study adipogenesis and obesity, and possibly as a drug discovery model for metabolic disorders.