We have proposed in the past that chest wall fibroblasts are transformed to regenerated mesothelial cells. This study was conducted to investigate the effects of prednisolone on the differentiation and migration of fibroblasts in their transformation to mesothelial cells. Rat fibroblasts harvested from intercostal thoracic wall specimens were cultured in culture medium until cell spheroids were formed. An experimental cell spheroid group to whose culture medium prednisolone had been added and a control spheroid group with no addition of prednisolone were then subjected to immunohistochemical and ultrastructural studies of the changes in the fibroblasts with the passage of time. On days 1 and 2 of culture, the fibroblasts in each group were cytokeratin negative. However, on day 3 the control group became cytokeratin positive, and ultrastructural observations revealed formation of macula adherens and microvilli. In contrast, the experimental group fibroblasts remained cytokeratin negative even on day 3, but became cytokeratin positive on day 5 of culture. Macula adherens and microvilli also manifested on day 5. Prednisolone inhibited the differentiation and migration of fibroblasts, but it was surmised that fibroblasts that have resisted from the effects of prednisolone finally differentiate into mesothelial cells which have formed macula adherens.