Purpose: The study of effects of mercuric chloride on cells arrangment of diencephalon region (thalamus and hypothalamus) of Rat embryos.Materials and Methods: 36 Rat embryos from Sprague Dawley strain were selected and devided in to six groups. In three groups (control groups) normal saline solution and in three groups (experimental groups) 2mg/kg mercuric chloride were injected intraperitonealy in eighth, ninth, tenth days of gestation seperately. Then, on the day 15 of pregnancy, embroyos were removed. After fixation and tissue passage procedures, some slides of embroys were prepared with 5 microns thickness, staind by H&E method, and then studied by light microscope. Cell count has done by eye-piece and SPSS method, LSD, Duncan tests were used.Results: In neuroblasts of thalamus and hypothalamus region in experimental groups cellular disarrangement observed and nuclei were laid on different orientation against nural tube lumen, cell concentration decreased and extracellular space was increased, cell death and degeneration was seen.Conclusion: Mercuric chloride affected on neuroblasts of thalamus and hypothalamus region and caused loss of neuroblasts. This could disorder normal development of neural tube and act as a theratogen ingestation period.