Objective: To understand the direct effect on the secretion of adreno-cortical cells induced by lead and cadmium and the possible mediated pathway. Methods: The adrenocortical cells of male guinea pigs were dispersed and primarily cultured, then the cells were incubated wich cadmiun chloride and lead acetate in dosage as 0,6.25, 12.5, 25, 50, 100 μmol/L respectively for different periods (30, 60, 120 and 240 minutes). The cortisol levels in culture medium and cellular cAMP concentration were measured with RIA. Results: Under the existence of ACTH, the levels of cortisol secreted from the cultured cells were showed significantly declined in dose-dependent manner when the cells were treated in 6.25-100μmol/L CdCl2 for 30 to 240 minutes. There would be an interaction for cortisol secretion between the dose of CdCl2 and the incubatal period. Nevertheless, it seemed to have no obvious linear relation in the alterations of cortisol secretion after 12.5～100μmol/L PbAc incubated for 30～240 minutes. It appeared to have a tendency of dual-phase response in a manner of inhibiting the cortisol secretion in low dose (lower than 25μmol/L) and stimulating the secretion function in high dose (50 and 100μmol/L). The cAMP level was presented a remarkably decrease after 6.25～100 μmol/L CdCl2 incubated with the cells. It was proved that the cAMP level had does-effect relations with the CdCl2 dose. PbAc appeared not only dual response with the tendency of cAMP inhibition in low dose and activating to raise in high dose but also dose-effect relationship. Conclusion: CdCl2 could directly inhibit the secretion of cortisol. PbAc is also of the toxic effect on the cortisol secretion with the characteristic of dual-response as inhibition in early phase and low dose while induction to raising in high dose. cAMP, as an important second messenger, play a role in synthesis and secretion of adrenocorticoids. The toxic effects on steroids secretion induced by cadmium and lead were possibly mediated by cAMP-PKA pathway.