Abstract.A captively maintained mature male opossum (Didelphis virginiana) utilized in a research protocol was presented with clinical signs of chronic diarrhea and severe muscle wasting. At necropsy, there was multifocal mural gastric, intestinal, and urinary bladder thickening, concurrent bilateral hydroureter and hydronephrosis, and extensive fibrous abdominal adhesions. Histologic evaluation revealed intestinal adenocarcinoma with coelomic metastasis to the stomach and urinary bladder. The adenocarcinoma was evaluated using histochemistry and electron microscopy. Paneth, enteroendocrine, and goblet cell differentiation was documented in primary and metastatic sites. This unique presentation of intestinal adenocarcinoma has not previously been reported in the opossum or any other animals. Intestinal neoplasia with Paneth cell differentiation is extremely rare and has been reported in humans with familial adenomatous polyposis.Key words: Adenocarcinoma; enteroendocrine cell; goblet cell; histochemistry; immunohistochemistry; intestine; neoplasia; opossums; Paneth cell; transmission electron microscopy.Recently, various species of opossums have become important laboratory animal models of human disease in immunology and endocrinology research. 8,32 Because maintenance of captive-bred colonies is difficult, most opossums of the genus Didelphis used in research are captured from the wild and are entered into research projects with unknown age and medical history. 32 Consequently, unquantifiable variability is inherent in disease modeling systems in opossums. Demographic information on opossum infectious and neoplastic diseases is sparse, and more knowledge of common or unique marsupial diseases is imperative for proper evaluation of marsupials utilized in medical research. Here, we describe a case of metastatic intestinal adenocarcinoma with differentiation into multiple cell types in a Virginia opossum (Didelphis virginiana) and compare these observations with those reported for domestic animals and humans.A captive, mature, approximately 2-year-old male Virginia opossum presented with poor body condition and a history of chronic diarrhea and loss of muscle mass. No obvious abnormalities were detected on the clinical biochemical profile. Congestive heart failure was suspected because it had been documented in five other opossums from the same captive colony. Euthanasia was performed following poor response to supportive care and marked debility.Postmortem examination revealed multiple areas of mural thickening throughout the stomach, small and large intestine, ureters, and urinary bladder. There was also bilateral hydronephrosis with multifocal subcapsular hemorrhage, diffuse enlargement of the liver, marked pulmonary atelectasis, and numerous fibrous peritoneal adhesions. No gross cardiac abnormalities were observed.Histologic evaluation of duodenum revealed transmural infiltration of a pleomorphic population of cuboidal to columnar epithelial cells arranged in small nests with occasional glandular profiles, an...