The aim of the study was to determine the ocular changes in pregnancy, in University of Benin Teaching Hospital, Benin City, Nigeria. A hospital based cross-sectional study was carried out to determine the ocular changes in pregnant women attending the antenatal clinic and emergency clinic of the University of Benin Teaching Hospital in October 2008. Systematic random sampling method was done to select the study population. A total of four hundred and fifty one pregnant women participated in the survey. One hundred age- matched nonpregnant women were used as controls for intraocular pressure. These women were administered a structured questionnaire and had ophthalmic examination performed on them by the researcher. Four hundred and eleven (91.1%) pregnant women had visual acuity between 6/5 to 6/18 in both eyes. The total number of women with uniocular visual impairment was seventy (15.5%); six (1.3%) pregnant women had severe uniocular visual impairment. There was no case of bilateral visual impairment or blindness. Ocular symptoms were reported by forty seven (10.6%) of pregnant women. One hundred and eighty four (40.7%) had ocular changes on anterior segment examination while twenty six (8.0%) had posterior segment changes. Ninety-eight (21.7%) of the pregnant women had chloasma. Those with third trimester gestation were 1.9 times more likely to have chloasma compared in those with first trimester, (95% CI 1.09 to 3.54) p=0.04. Twenty three (4.6%) of pregnant women had dry eyes. Women in with third trimester gestation were 2.3 times more likely to have dry eyes than those with first trimester (95% CI1.16 to 6.32), p<0.01. Intraocular pressure was 3mmHg lower in pregnant women compared with controls. The intraocular pressure was also 3mmHg lower in pregnant women with third trimester gestation compared with pregnant women with first trimester, p=0.02. Focal arteriolar constriction was the commonest retinopathy found in women with preeclampsia/eclampsia. Retinopathy in preeclampsia/eclampsia was associated with elevated diastolic blood pressure in severe preeclampsia, p=0.04. Four (0.8%) of women had diabetes mellitus type 1 prior to pregnancy. One of the women had mild nonproliferative diabetic retinopathy. There was no diabetic retinopathy in the three pregnant women with gestational diabetes. Ocular changes do occur in pregnancy. There should be co-management between the obstetrician and ophthalmologist to improve the overall quality of healthcare in pregnant women.