The present study was undertaken to elucidate the controversial issue regarding the small intestinal structural adaptation, in lactose fed rats. Three study groups were used. One experimental fed 60% lactose and two controls in which the lactose was substituted for similar amount of starch. One of them was fed ad libitum and another a limited amount of food to match the body weight of lactose group. The weight, length of the intestine and intestinal mucosal DNA and protein were determined at days 2, 5, 10 and 30 of the experiment. As compared to starch fed ad libitum controls, animals fed 60% lactose diet ate similar amount of food, grew at a slower rate and weighed 16,7% less at the end of the experiment. In contrast to retarded gain in body weight, small intestinal mucosa of these animals contained more DNA (22,5%) and protein (37,5%) than that of controls. These changes were paralleled by increase in length (17%) and weight of the intestine (24,2%). Therefore, the results of the present study confirmed the findings that the small intestine increases in size in response to lactose feeding and that this occurs in the abscense of hyperphagia. It was further demonstrated that this increase was due both to mucosal cell hyperplasia and hypertrophy.