Brunner's gland adenoma is a rare benign tumour of the duodenum. It is usually asymptomatic but may occasionally present with gastrointestinal haemorrhage and obstruction. We report a 40-year old lady, presenting with upper gastrointestinal bleeding and was found to have prolapsed and intussuscepted Brunner's gland adenoma of the duodenum, which mimicked the appearance of a tumour in the head of pancreas.