Effect of DHA-rich fish oil on brain development and learning ability has been studied in Sprague Dawley rats. Female rats were fed experimental diets containing either corn oil fish oil at 10%(w/w) level throughout the gestation and lactation. Corn oil was added in fish oil diet to supply essential fatty acid at 2.3% of the calories. All male pups were weaned to the same diets of dams at 21-days after birth. Plasma fatty acid composition was analyzed for dams and pups at 21-days, 28-days and 22-weeks after birth. The analysis of DNA and fatty acid profile in the brain were undertaken at birth, 3, 7, 14, 21, 28 days and 22 weeks after birth and learning ability was tested at 18-20 weeks of age. Regardless of dietary fats, arachidonic acid(AA) and docosahexaenoic acid(DHA) were the principal polyunsaturated fatty acids in the brain. Rats fed CO diet showed a continouus increase of AA content in the brain from 10.9%(at birth) to maximum 15.3% level (14-days old), while the rars fed FO diet showed 78-79% of CO group throughout the period. Rats fed FO diet showed higher incorparation of DHA from 15.2% at birth to a maximum level of 18.5% at 140days, while the rats fed CO diet showed only 7.0% incorporation of DHA at birth and a maximum level of 11.1% at 21-days. Compared to CO group, FO group showed lower ratio of chol/PL and higher content of DHA in brain microsomal membrane, resulting in better membrane fluidity. Total amount of DNA per gram of brain was reached maximum level at 21 days in both groups. This would be a period of the cell proliferation during brain development. Overall, the rats fed fish oil diet showed a higher incorporation of DHA and membrane fluidity in the brain and better learning performances (p<0.05).