Large volumes of processed wastewater are generated through the oil extraction process at Alberta's Athabasca oil sand deposit. These wastewaters are very toxic to aquatic biota because they are high in salinity and consist of napthenic acids and polycyclic aromatic hydrocarbons (PAH). In this study, goldfish were caged in 3 different experimental ponds in order to evaluate the biological effects of aquatic reclamation alternatives for process-affected waters. The first pond was a control pond, while the other 2 ponds consisted of known and varying chemicals. The fish were exposed to the ponds for 19 days. Those in the pond with elevated levels of napthenic acids and high salinity exhibited severe gill histopathological changes. Alterations included epithelial hyperplasia resulting in severe lamellar fusion, chloride cell hyperplasia, and lamellar edema, all of which were believed to be defense responses of the fish. Additional severe gill alterations were also observed that may indicate the direct negative effects of oil sands processed-water on fish. Exposed goldfish also showed signs of necrosis and degenerative changes resulting in desquamation of the epithelial surfaces of the gill, which are symptoms seen in free-range exposure of yellow perch, a native fish species, at the same sites and exposure times