The main objective of this study was to characterize developmental changes in small intestinal intraepithelial lymphocyte (IEL) subpopulations during the suckling period, thus contributing to the understanding of the development of diffuse gut-associated lymphoid tissue (GALT) and to the identification of early mechanisms that protect the neonate from the first contact with diet and gut microbial antigens. The study was performed by double labeling and flow cytometry in IEL isolated from the proximal and distal small intestine of 1-to 21-d-old Lewis rats. During the suckling period, intraepithelial natural killer (NK) cells changed from a typical systemic phenotype, CD8ϩ, to a specific intestinal phenotype, CD8 -. Analysis of CD8ϩ IEL revealed a progressive increase in the relative number of CD8ϩ IEL co-expressing TCR␣, cells associated with acquired immunity, whereas the percentage of CD8ϩ cells expressing the NK receptor, i.e. cells committed to innate immunity, decreased. At weaning, IEL maturity was still not achieved, as revealed by a phenotypic pattern that differed from that of adult rats. Thus, late after weaning, the regulatory CD8ϩCD4ϩ T IEL population appeared and the NK population declined. In summary, the intestinal intraepithelial compartment undergoes changes in its lymphocyte composition associated with the first ingestion of food. These changes are focused on a relatively high proportion of NK cells during the suckling period, and after weaning, an expansion of the regulatory CD8ϩCD4ϩ T cells. Abbreviations DN, double negative (CD8 -CD4 -) DP, double positive (CD8ϩCD4ϩ) dSI, distal small intestine GALT, gut-associated lymphoid tissue IE (L), intraepithelial (lymphocytes) LPL, lamina propria lymphocytes NK, natural killer pSI, proximal small intestine GALT is the largest immunologic organ in the body, with anatomical, phenotypic, and functional features that distinguish it from the systemic immune system and other peripheral lymphoid tissues (1,2). It is also one of the major sites of immunologic challenge. During the early postnatal period, newborns are exposed to a multitude of microbial and nutritional antigens, which challenge the development and complete maturation of both intestinal and systemic immune systems (3,4).GALT contains organized lymphoid structures and diffusely distributed cell populations. Organized GALT comprises Peyer's patches, isolated follicles, and the mesenteric lymph nodes. Diffuse GALT includes IEL and LPL (5). IEL are specialized immune cells whose precise function is not completely understood. They may contribute to cell-mediated mucosal defense with unusual antigen-recognition specificity, surveillance of epithelial cell integrity, and to the pathogenesis of a variety of diseases (6 -8). IEL, like LPL, consist of effector and memory lymphocytes that are generated from antigenstimulated cells in locations such as Peyer's patches. The progeny of these cells migrate systemically and ultimately populate distant mucosal sites (9).The characterization of intestinal IEL h...