Mesenchymal stem cells have ability to differentiate into cell types in vivo and self-renewal. Mesenchymal stem cells are widely applied in many fields of stem cell research and biomedical applications. This research aimed to do in vitro proliferation and differentiation of the human umbilical cord lining membrane derived mesenchylmal stem cells (MSCs) to bone cells. The newly isolated and cryopreserved MSCs were cultured for proliferation in the Dulbecco's Modified Eagle Medium: Nutrient Mixture F-12 (DMEM/FI2) media suplemented with 10 percent fetal bovine serum (FBS) and percent antibiotic. Where the cell reached approximately 60 percent to 80 percent confluence on the surface culture plastic dish, the osteogenesis differentiation was induced by adding medium containing dexamethasone, beta-glycerolphosphate and ascorbic acid. The morphology of the cell was monitored during the differentiation process. After 21 days of differentiation, the :cells have changed its morphology toward the bone cell with calcium accumulation in cytoplasm and positively expression of molecular markers of bone cell such as osteocalcin, osteopontin. collagenase type I and alkaline phosphatase.