The molecular mechanisms whereby stem cells develop into platelet-producing megakaryocytes (MKs) are not yet fully understood. Within this chapter we describe a two-step in vitro culture system in which MKs and platelets are generated from primary subcutaneous adipose tissues and the preadipocyte cell line 3T3L1. The cells are first cultured in an adipocyte induction medium for 10-12 days, followed by 8-14 days culture in a MK differentiation medium. Adipose tissue-derived MKs and platelets display a number of morphological and functional characteristics (e.g., secretory granules, open canalicular membranes) comparable with the native cell type. The use of subcutaneous adipose tissue to produce a large number of platelets is advantageous because this tissue is easily obtained and available in large quantities. Thus, this in vitro culture system may prove useful in both regenerative medicine, but it may also be used in understanding fundamental research questions within MK and platelet research, including further elucidation of the pathways that cause cells to differentiate along the MK lineage ultimately leading to platelet production.