Shale gas has become increasingly important as a viable alternative to conventional gas resources. However, one of the critical issues in the development of shale gas is the generation of produced water, which contains high concentration of ionic compounds (> TDS of 100,000 mg/L). Accordingly, membrane distillation (MD) was considered to treat such produced water. Experiments were carried out using a laboratory-scale direct contact MD (DCMD). Synthetic produced water was prepared to examine its fouling propensity in MD process. Antiscalants and in-line filtration were applied to control fouling by scale formation. Fouling rates (-dJ/dt) were calculated for in-depth analysis of fouling behaviors. Results showed that severe fouling occurred during the treatment of high range produced water (TDS of 308 g/L). Application of antiscalant was not effective to retard scale formation. On the other hand, in-line filtration increased the induction time and reduced fouling.