Duodenal samples were taken from similar locations in six cats, processed, stained, and examined via light microscope. There were no prominent circular folds (plicae circulares) or stratum compactum (lamina subglandularis). The 1072 microns x 201 microns villi were covered by 46 microns high columnar epitheliocytes proximally which decreased in height (41 microns) distally and displayed a 1.1-1.7 microns striated border. Globular leukocytes, mononuclear cells, and twenty-eight goblet cells (exocrinocytus calciformis) per villus were seen. The intestinal gland (crypt of Lieberkuhn) epithelium was 20 microns tall and had a less distinct striated border. The 515 microns simple straight tubular intestinal gland layer displayed distal branching. Many mitotic figures, 12 goblet cells per gland, and occasional columnar to triangular cells with red cytoplasmic granules were seen. The thickness of the lamina propria mucosa (glandular portion) decreased from proximal to distal (563-465 microns). The lamina muscularis mucosa had two layers and decreased in thickness distally (71-28 microns). The proximal muscularis mucosa was penetrated by the ducts of submucosal (Brunner's, duodenal) glands. The tela submucosa decreased in thickness distally (593-192 microns) and contained submucosal glands with 11.5-75 microns lumina for the first 1.5-2.5 cm. However, submucosal glands could be found to a distance of 8 cm. The glandular epithelium ranged from 7.5-22.5 microns in height. Only one type of secretory cell was observed, with both mucous and serous properties. The tunica muscularis ranged from 190-1425 microns (median thickness of 557 microns) and had two layers.