The purpose of this study was to describe, comparison the histological structures, histochemical features and distribution of the goblet cells and Brunner's glands in the duodenum of the rabbits and rats. The study was carried out on Ten samples of duodenum of each of rabbits and rats, immediately after slaughtering. The specimens were divided into cranial, descending and ascending parts. Five specimens was taken from each part of duodenum of each of the rabbits and rats and fixed in 10% formalin for 24 hours and treating by routine histological technique. Sections were stained by Hematoxylin and Eosin, Picric acid stain and Alcian blue PH 2.5 stains. Mean length of crypts of Lieberkuhn and number of each crypts, goblet cells and alveoli of Brunner's glands in duodenum of rabbits were more than that in the duodenum of rats. The mean length and number of crypts of Lieberkuhn was increase toward the last parts of the duodenum in each of the rabbits and rats. Goblet cells were globular cells between the columnar cells in the epithelium lined each of the villi and crypts of Lieberkuhn in the tunica mucosa of the duodenum in rabbits and rats and take positive reaction each of PAS and Alcian blue pH 2.5 stains. The mean number of goblet cells in crypts of Lieberkuhn in duodenum each rabbits and rats were increased toward the jejunum. Brunner's glands were branched tubuloalveolar glands in the submucosa of each duodenal parts in rabbits, while absent in ascending part of rats duodenum, and these glands in rabbits duodenum were composed of two types of the cells (serous and mucous), while in rats duodenum only mucous cells, and stained with PAS stain only in duodenum of each of the rabbits and rats. The mean number of the alveoli of the Brunner's glands in the cranial part were more than that in other parts and decreased toward ascending part in rabbits duodenum, while absent in ascending part of rats duodenum.