Intraamniotic exposure to pro-inflammatory agonists results in chorioamnionitis and fetal gut inflammation. Fetal gut inflammation is associated with mucosal injury and impaired gut development. We tested whether this detrimental inflammatory response of the fetal gut results from a direct local (gut derived), or an indirect inflammatory response mediated by the chorioamnion/skin or lung, since these organs are also in direct contact with the amniotic fluid. The gastrointestinal tract was isolated from the respiratory tract and the amnion/skin epithelia by fetal surgery in time-mated ewes. Lipopolysaccharide (LPS) or saline (controls) was selectively infused in the gastrointestinal tract, trachea or amniotic compartment at 2 or 6d prior to preterm delivery at 124d gestation (term 150d). Gastrointestinal and intratracheal LPS exposure caused distinct inflammatory responses in the fetal gut. Inflammatory responses could be distinguished by the influx of leukocytes (MPO+, CD3+ and FoxP3+ cells), TNF-α and IFN- expression, and different mRNA levels of TLR 1,2,4,6. Fetal gut inflammation after direct intestinal LPS exposure resulted in severe loss of the tight junctional protein ZO-1 and increased mitosis of intestinal epithelial cells. Inflammation of the fetal gut after selective LPS instillation in the lungs was accompanied by only mild disruption of ZO-1, loss in epithelial cell integrity and impaired epithelial differentiation. LPS exposure of the amnion/skin epithelia did not result in gut inflammation and subsequent morphological, structural or functional changes. Our results indicate that the detrimental consequences of chorioamnionitis on fetal gut development are the combined result of local gut and lung mediated inflammatory responses.