This study as designed to investigate the changes in the numbers of lymphocytes. macrophages and plasma cells in the uterus and ileocecal lymph nodes of rats exposed to the intrauterine administration of Bacillus-Calmette Guerin (BCG). Thirty female Wistar Albino rats. age 6 months and weighing between 200-250 g. ere assigned to the two experimental groups BCG treated and controls (n = 15). The intrauterine BCG injections where made using laparatomy in the diestrous cycle under Rompun and Ketalar anesthesia. 0.1 ml BCG ere injected for each into cornu uteri awhile the control group received 0.1 ml sterile saline in the same place, Two weeks later. the rats in both groups were anesthetized with ether and decapitated. Uterus and ileocecal lymph nodes were processed to determine alpha naphthyl acid esterase (ANAE) - positive T lymphocytes and macrophages. The plasma cells were stained with the methyl green-pyronin method. It was found that the numbers of lymphocytes. macrophages; and plasma cells on the uterus increased (P<0.01) in BCG treated rats. In addition. the number of these cells also increased in the ileocecal lymph nodes indicating the presence of an immune response to the intrauterine BCG administration. It is concluded that although the rat was chosen as a model and BCG as given by the process of laparatomy in this stud,,. intracervical administration of BCG in the uterus should be studied clinically in cases of immune deficiency disorders related to the uterus. such as endometritis. myometritis. pyometra. endometriosis. infertility and implantation problems of domestic animals. to see if there is an increase in the immune response.