Gonad development and histopathological changes typically associated with endocrine disruption were evaluated in female Japanese medaka (Oryzias latipes) exposed to river water from four representative cross-sections in the Yellow River (YR), China. Fish were held in the river water treatments from fertilization. Advanced ovarian development was observed in fish exposed to river water from Qinhe cross-section at 20 days post-hatch (dph) and in fish exposed to river water from all four cross-sections at 60 dph. Histopathological changes including increased oocyte atresia, perifollicular cell hyperplasia/hypertrophy, changes in ovarian staging, interstitial fibrosis and interstitial proteinaceous fluid were observed in the gonads of fish at 60 dph after exposure to river water from some cross-sections. Cytoplasmic retraction and karyoplasmic clumping were observed in fish exposed to river water from all four cross-sections at 60 dph. The results indicate that development and reproductive function in Yellow River fish is impaired, placing fish populations at risk.