Objective To establish an in vitro model of melanocyte and HaCaT cell co-culture model,and measured the melanin transfer effects induced by α-MSH and niacinamide using the model.Methods Human epidermal melanocyte was co-culture with HaCaT cell as 1:2 ratio after 48 h of melanocyte first seeding on the dishes.Then melanin transfer was observed with Fontana-Masson method byα-MSH and niacinamide after 1,3,5,7,9 day of co-culture separately.Results About 20% HaCaT cells that have positive melanin stain around nuclear were observed after 3 day's co-culture.With the time developed,the ratio of positive melanin stained HaCaT cell is increasing and reached its peak(80%) at the 7th day.In our model,the dose-dependent inhibitory and facilitative effects were observed respectively in niacinamide and α-MSH treated group.Conclusions The in vitro model of epidermal melanocyte and HaCaT cell co-culture system was successfully established and it offers a new,suitable,reliable and easy tool for the clinical evaluation of melanin transfer modulators.