To examine the possibility of luteolin as a whitening agent, we measured antioxidant activity using DPPH assay, NBT/XO assay and intracellular ROS scavenging assay and depigmenting activity using tyrosinase assay, $alpha$-MSH-induced melanin production in B-16 cells. Luteolin showed dose-dependent anti-oxidant activity in DPPH, NBT/XO and intracellular ROS assay. Also, luteolin directly inhibited xanthine oxidase activity in a dose-dependent manner. Although luteolin did not directly inhibit tyrosinase activity, it dose-dependently inhibited both tyrosinase activity and melanin production in B 16 melanoma cells stimulated by $1{mu}M$ $alpha$-MSH. Luteolin dose-dependently inhibited cAMP levels in B16 melanoma cells stimulated by $1{mu}M$ $alpha$-MSH and $1{mu}M$ forskolin, which suggest that luteolin directly inhibits adenyl cyclase in B 16 melanoma cells. Therefore, these results suggest that whitening activity of luteolin may be due to the inhibition of adenyl cyclase involved in the signal pathway of $alpha$-MSH in B16 melanoma cells.