The studies were carried out to investigate the effects of co-culture with cumulus cell, oviduct epithelial cells and uterine endometrial cells on the in-vitro fertilization and cleavage rate of porcine follicular oocytes. The ovaries were obtained from slaughtered swine. The follicular oocytes surrounded with cumulus cells were recovered by aspirating follicular fluids from the visible follicles of diameter 3~5 mm. The follicular oocytes were cultured in TCM-199 medium containing hormones and 10% FCS for 24~48 hrs in a incubator with 5% CO2 in air at 38.5$^{circ}C$ and then matured oocytes were again cultured for 12~18 hrs with motile capacitated sperm by preincubation. The results obtained in these experiments were summarized as follows : 1. The in-vitro maturation and fertilization rate of porcine oocytes co-cultured with cumulus cells in TCM-199 meidum were 64.6%~74.5% and 37.5%~55.3%, respectively. And in-vitro fertilization rate of cumulus-enclosed oocytes(51.5%) were significantly(p<0.05) higher than cumulus-denuded oocytes(21.7%). 2. The in-vitro maturation and fertilization rate of porcine oocytes co-cultured with 1$ imes$104 cells/ml, 1$ imes$106 cells/ml, 1$ imes$108 cells/ml and 1$ imes$1015 cells/ml oviduct epithelial cells in TCM-199 medium were 53.5% and 37.2%, 61.7% and 46.8%, 54.5% and 31.8%, 42.2% and 26.7%, respectively. 3. The in-vintro maturation and fertilization rate of porcine oocytes co-cultured with 1$ imes$106/ml, 1$ imes$108/ml, 1$ imes$1015/ml uterine endometrial cells in TCM-199 medium were 54.3% and 39.1%, 58.3% and 43.8%, 55.5% and 33.3%, and 45.7% and 30.4%, respectively. 4. When the in-vitro fertilized oocytes were co-cultured with porcine cumulus cells, ovdiduct epithelial cells and uterine endometrial cells, the development rate to the blastocyst stage was 9.5%, 10.7% and 11.8%, respectively and the rates were higher than that of control, 2.1%(p<0.05).