The permeability of human amnion to tritiated water is reduced in the presence of both human and ovine prolactin. The cellular composition of amnion is such that the action of prolactin on this membrane probably occurs by way of the epithelium lining the fetal surface. The present study sought to confirm an epithelial site of action of prolactin on the permeability of amnionic membrane to tritiated water. In addition, radioautography and competition experiments were conducted to determine a possible receptor-mediated mechanism for prolactin action. Membrane permeability to tritiated water was found to be equivalent for both intact membranes and membranes enzymatically stripped of the lining epithelial cells. However, when ovine prolactin was presented to the fetal surface of amnion, only intact membrane displayed decreased permeability to tritiated water. Although localization of iodine 125-labeled prolactin to the light cell population of amniotic epithelium was observed, positive evidence of a receptor-mediated mechanism could not be established. The results indicate that the permeability of human amnion to water is influenced principally by cells of the epithelium in response to prolactin.