The effect of preincubation on in vitro maturation and fertility were investigated using preovulatory oocytes with and without cumulus cells obtained from superovulated ouot-bred ICR mice. Oocytes were recovered from fully grown folicle at 10 hr after hCG administration. A part of oocytes recovered were treated with the solution of 0.1% hyaluronidase to remove cumulus cells. Both intact and treated oocytes were then incubated for 0 to 6hr in mT6 medium containing 0.3% BSA. After incubation for various times, a part of oocytes were subjected to the investigation of nuclear maturation and the remaining oocytes were used fro the induction of in vitro fertilization by adding them into medium containing capacitated mice epididymal spermatozoa. Above all, the percentage of preovulatory oocytes at the stage of metaphase II after preincubation for 0, 2, 4 and 6hr was 15.8, 36.4, 47.5 and 66.7%, respectively, suggesting the in vitro maturation of oocytes during their incubation. On the other hand, fertilizatin rate of oocytes preincubated for 0, 2, 4 and 6hr with and without cumulus cells were 41.0, 58.7, 68.7 and 75.6%, and 50.0, 45.1, 37.8 and 39.2%, respectively. No significant differences in fertilization rate between preovulatory oocytes preincubated for 6hr with cumulus cells and naturally ovulated were observed. These results suggest that cumulus cells take very important role in maturtion of oocytes in vitro. The precentage of preovulatory oocytes developed to 2-cell stage in vitro fertilization following preincubation for 0 to 6hr with and without cumulus cells ranged from 48.5 to 82.4% and 36.9 to 56.1%, respectively. Also, the rates of oocytes developed to blastocyst in vitro fertilization after preincubation for 0 to 6hr with and without cumulus cells were 28.1, 39.3, 42.5 and 44.0% and 12.5, 32.6, 24.4 and 15.5%, respectively. From these results, it could be said that fertility of preovulatory oocytes with cumulus cells could be improved to the level of that of naturally ovulated oocytes by adquate preincubation in vitro. Cumulus cells may, therefore, affect in vitro maturation, fertilization and following development of oocytes by influencing zona hardening.