The studies on the carried out to investigate the effects of co-culture with uterine fluids and uterine epithelial cells on the in-vitro fertilization and developmental 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% ECS for 46~48 hrs in a incubator with 5% $CO_2$ in air at 38.5$^{circ}C$ and then matured oocytes were again cultured for 12~18 hrs with motile capacitated sperm by preincubation of heparin. The results obtained in these experiments were summarized as follows ; 1.The in-vitro maturation and fertilization rate of porcine oocytes co-cultured with uterine fluids in TCM-199 medium were 68.0% arid 55.7%, the rates were higher than of control, 56.5% arid 38.7%. 2. When the in-vitro fertilized oocytes were co-cultured with porcine uterine epithelial cells, the fertilization rate was 60.3%, the rates were higher than that of control, 35.7%. 3. When the in-vitro fertilized oocytes were co-cultured with porcine uterine epithelial cells, the development rate to be blastocyst was 12.4%, the rates were higher than that of control, 9.2%(p<0.05).