The basic feature of melanocytes of ewe uterus is similar to those present in many places in the body. They all have the ability of melanin production and the origin from neural crest cells. Samples from thirteen ewes were used in this study at eight different stages of pregnancy. They processed for examination under light microscope and electron microscope. The caruncular endometrial tissue at day 16 of pregnancy contains large number of melanocytes. These cells changes as the foetal villi advance into the endometrium. At day 29 of pregnancy the melanocytes granules were beginning to be engulfed by lysosomes. By day 66 of pregnancy the pigment granules have virtually vanished from the endometrium. By day 75 all stromal cells have disappeared. We suggest that a process autophagocytosis was the reason behind the disappearance of the melanocytes. The function of melanocytes and their disappearance during pregnancy in the ewe is still intriguing.