The use of fish in scientific research is increasing worldwide, due to both the rapid expansion of the fish farming industry and growing awareness of questions concerning the humane use of fish models in basic research and chemical testing. This studying establishment of TF cell was developed from the fin and gillus tissue of the Tilapia (Oreochromis niloticus) as a cell model for in-vitro test, respectively. Morphologically, the TF cell was comprised fibroblast-like cells and was able to grow at temperatures at 25℃ and 28℃, and the higher growth occurred at 28℃. The maximum growth occurred at a concentration of 20% FBS and exhibited better than 15%. It is recognized that a study of fish histology can provide a unifying back-ground to physiology and pathology. In this studying, the structure of tisue and organs of teleosts is described seeming to be helpful for both veterinary medical students and those intested in researchers, biologists in fish sciences.