This study was designed to evaluate the cytotoxic effects of cadmium chloride (CdCl2) on thyroid and adrenal gland of male rats (Rattus norvegicus). Thirty six male rats were used and randomly into three groups each of 12 rats, the first group(G1) kept as at control. The 2nd and 3rd groups (G2 and G3) were administrated orally cdcl2 at doses of 15 and 20 mg/kg.B.W. respectively for 6 weeks. After the treatment period, the rats were sacrificed, then thyroid and adrenal glands were removed and processed for light microscope. Light microscopic examination of thyroid gland with (15mg/kg.B.W.) showed increase in the size of follicles, some of these follicles appeared empty from any colloidal substance and heavily infiltrated by inflammatory cells, with depletion of parafollicular cells. Vaculated follicles may be clear in other sections, and showed congested blood vessels, vascularized stroma, hyperplasia of thyrocyte in rats treated with 20 mg/kg.B.w. Results also noted changes in different regions of adrenal gland related to rats exposure tocdcl2 with 15 mg/kg.B.W., these includes cellular debris, necrosis of cortical cells, amorphous material in the zona fasciculate and focal necrosis in zona granulosa with disruption of normal structure and replaced by necrotic cells and inflammatory cells, also obvious adipocytes infiltration which appeared clear in medulla. Most changes occurred within the adrenal cortex and appeared more severity than that in the medulla region. Hypereosinophilia, pyknotic nuclei, congested blood vessels, hemorrhage, degeneration and inflammation also seen in both regions (cortex and medulla) of adrenal gland from rat exposed to cdcl2 at 20 mg/kg.B.W.