There have been numerous reports of various types of heterotopic tissue in the head and neck. Heterotopic cartilage, gastric tissue, thyroid, and salivary gland in such various locations as tongue, gingiva, palate, nasopharynx, parapharyngeal space, and neck have been frequently reported. Heterotopic brain in the parapharyngeal space causing airway obstruction in the neonate has been rarely described. These benign masses are capable of expansion and because of their location, can lead to significant airway and feeding difficulties. We describe 3 cases of heterotopic brain tissue in the parapharyngeal space causing feeding difficulties and airway obstruction in the neonatal period. Two were initially misdiagnosed as lymphatic malformations. In the third, a nine month delay in diagnosis occurred. The diagnostic features of heterotopic brain in this location and some management suggestions in treating such a lesion are discussed.