This report presents a rare case of noninvasive adenocarcinoma, which occurred in Brunner’s gland hyperplasia in the third portion of the duodenum after an 8-year follow-up. The patient’s vague symptoms were not directly related to the tumor, and the stool was negative for occult blood. Histologically, incipient carcinoma was surrounded by hyperplastic Brunner’s glands. Lysozyme and Leu 7 were uniformly positive, while chromogranin A was negative in the adenocarcinoma. Immunohistochemical study is useful in characterizing the rare case of noninvasive adenocarcinoma associated with Brunner’s gland hyperplasia.