The fetal aorta or umbilical artery may show features of early atherosclerosis. We investigated whether chorioamnionitis with funisitis was pro-atherogenic. CD68 and CD45 positive cells significantly increased in the umbilical artery wall. SMA expression was down regulated in the umbilical artery wall. Chorioamnionitis with funisitis may promote atherogenic changes in fetal vasculature.