Perinatal changes of the Brunner’s glands in rats from fetal day 20 through neonatal day 3 were studied morphometrically and electron-microscopically. Percentage volume of secretory granules of the gland cells did not change from fetal day 20 through neonatal day 1 and increased significantly from neonatal days 1-2; this level was maintained through neonatal day 3. Electron-microscopically, the gland cells during the fetal days were rich in free ribosomes. The Golgi apparatus and rough-surfaced endoplasmic reticulum (RER) were poorly developed during fetal days. After birth, however, the cells showed active formation of secretory granules, which was evidenced by well-developed Golgi apparatus, distended RER and accumulation of granules in the apical cytoplasm. Furthermore, light microscopy revealed that strongly PAS-positive material increased for the first time after birth, indicating remarkable formation of the secretory granules. Thus, the present study indicates that the cell of the Brunner’s glands become active in secretory granule formation just after birth by responding to ingested material following birth.