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The presence of pesticide in the environment, owing to extensive use in agriculture and their low degradation capacity, are the potential toxicological concern for fish. Histological studies have been extensively used as biomarker in the assessment of the health of fish exposed to the pesticides, both in the laboratory as well as in the field studies. In the present study adult freshwater teleost fish Notopterus notopterus of nearly similar weight and length were exposed to sub lethal concentration of 0.7 pp LC50 of profenofos (Curacron 50% EC) during reproductive phase. For histological changes the treated fish groups were compared with the control group. Marked changes such as atretic follicles, degenerative changes in oocyte were observed.