Objective: The aim of this study was to investigate the effect of co-culture with AEC (amniotic epithelial cell) on the biological characteristics of AMSC (amniotic mesenchymal stem cell), and to investigate the roles of SDF-1/CXCR4 axis in the homing and migration of AMSC. Methods: AMSC andAEC were isolated from human amnion, and then cultured, amplified and identified, respectively. TheAMSC were divided into three groups:AEC co-cultured group, serum-free cultured group and serum cultured group.After culture for 24 h, 48 h, and 72 h, the proliferation viability ofAMSC was measured by CCK-8 assay and trypan blue staining; the expression of CXCR4 mRNAwas analyzed by flow cytometry and Real-time RT-PCR, and the migration ability ofAMSC in vitro was observed by migration assay. Results: Cell viability (48 h and 72 h) and survival rate in the co-culture and serum groups were higher than those in the serum-free group (all P<0.05). The mRNA and protein expressions of CXCR4 in AMSC of the co-culture and serum-free groups were significantly higher than those of the serum group (P<0.05). The migration ability of AMSC in the co-culture and serumfree groups, which increase with the SDF-1 (stromal cell derived factor-1) concentration gradient, were higher than that in the serum group (P<0.05). Conclusion: AMSC co-cultured with AEC still have the basic biological characteristics of MSC, and showed good growth activity. Co-culture withAEC can up-regulate CXCR4 onAMSC surfaces and enhance the migration ability ofAMSC in vitro.