Human cytomegalovirus (CMV) is the most common cause of viral intrauterine infection in developed countries. It has been shown that CMV DNA was frequently detected in the fetal membranes when the placenta was infected in utero . However, it is still not clear whether CMV replicates in constituent cells of the fetal membranes. We investigated CMV infection of primary cultured chorion and amnion cells prepared from human fetal membrane tissues. In both types of cell cultures, rounded cells were observed at day 8 and 12 after CMV inoculation, and virus yields in culture supernatants were increased after the inoculation. In both types of cells, viral immediately early 1 (IE1) protein-positive nuclei were scattered at day 4 after the inoculation, and IE1 mRNA was expressed throughout day 1 to 12 after CMV inoculation. In chorion cell cultures, the number of IE1 protein-positive nuclei increased significantly at day 8 and 12 after CMV inoculation as compared to day 4, by which foci were formed. Furthermore, an evident increase in levels of lactate dehydrogenase leakage from chorion cells was observed after CMV inoculation. Contrary, these phenomena were not observed in amnion cell cultures. These results demonstrated that both chorion and amnion cells were permissive to CMV infection, while the velocity of cell-to-cell spread of CMV infection in amnion cells was much lower than that in chorion cells. Therefore, the present study suggests that CMV may replicate rapidly in the chorion cell layer and slowly in the amnion cell layer during intrauterine infection.