This studies were carried out to investigate the effects of co-culture with cumulus cells, oviduct epithelial cells and uterine endometrium cells on the in-vitro fertilization and cleavage rate of bovine follicular oocytes. The ovaries were obtained from slaughtered Korean native cows. 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 maturatin and fertilization rate of bovine oocytes co-cultured with cumulus cells in TCM-199 medium were 64.0~74.1% and 40.0~58.6% respectively. And in-vitro fertilization rate of cumulus-enclosed oocytes(55.4%) were significantly(p<0.05) higher than cumulus-denuded oocytes(23.1%). 2. The in-vitro maturatin and fertilization rate of bovine oocytes co-cultured with 1$ imes$104 cells/ml, 1$ imes$106 cells/ml, 1$ imes$108 cells/ml and 1$ imes$1015 cells/ml oviduct epithelial cells in TCM-199 medium were 59.3% and 40.7%, 64.0% and 48.0%, 58.3% and 37.5%, 52.0% and 32.0%, respectively. 3. The in-vitro maturation and fertilization rate of bovine oocytes co-cultured with 1$ imes$104 cells/ml, 1$ imes$106 cells/ml, 1$ imes$108 cells/ml and 1$ imes$1015 cells/ml uterine endometrium cells in TCM-199 medium were 56.0% and 36.0%, 60.7% and 42.9%, 59.3% and 37.0%, 52.0% and 36.0%, respectively. 4. When the in-vitro fertilized oocytes were co-cultured with cumulus cells, oviduct epithelial cells and uterine endometrium cells, the development rate to be blastocyst was 12.2%, 15.6% and 11.7%, respectively and rates were higher than that of control, 2.1%(P<0.05).