Changes in tissue histopathology, cell morphology and kinetics and the number of mucus secreting cells were evaluated in the duodenum and colon of normal and vitamin-A-deficient rats. A lower number of goblet cells was detected both in the colon and in the duodenum of vitamin-A-deficient rats in comparison with control rats (p<0.05). vitamin-A deficiency was found to increase the proliferate rate of mucous cells in the duodenum significantly. No significant difference was noted in the proliferate index in the colon specimens in either control group of experimental rats. We suggest that the higher number of proliferating cells in the duodenal crypt and villi in the vitamin-A-deficient animals indicates that vitamin-A deficiency affects the cell proliferation and therefore could be of some importance in understanding the potency of retinoids in differentiation and their association with formation of epithelial metaplasia.