The effect of vitamin D3 and dietary calciurn on the cadmium-induced morpho-10gical changes in rat intestinal epithelial cells were examined by a transmission electron microscopy. Observation with transmission electron microscopy showed significant changes in cadmium-exposed rats, especially those raised on a vitamin D deflcient diet. Swelling and destruction of mitochondria, sparseness and exfoliation of microvilli, disappearance of terminal web were observed. Rough surfaced endoplasmic reticulum and Golgi apparcrtus were enlarged. Furthermore, many vacuoles were observed in epithelial cells. These changes vvere prevented in rats raised on a nor-mal calcium and vitamin D3 Supplemented diet. Key Words: vitamin D3, calcium, cadmium, cadmium-induced morphological change, intestine