A changing colour composition for caring for and/or making up keratin materials on the form of an O/W emulsion comprising in a physiologically acceptable medium at least a) microcapsules containing releasable colorant(s) said microcapsules comprising: a core comprising one organic material at least one layered coating surrounding said core the layered coating comprising at least one polymer at least one colorant and advantageously at least one lipid based material b) at least 5% by weight more preferably at least 8% by weight and advantageously at least 10% by weight relative to the weight of the composition of an aqueous phase comprising water and at least one compound chosen from polyols glycols C C monoalcohols and mixtures thereof c) non entrapped Ti0 and d) an O/W emulsifier.