The germinal epithelium is the delicate epithelial lining of the seminiferous tubule lying on the blood-testes barrier; formed by the sustenacular cells of Sertoli and the adjoining basement epithelium this study addresses the effect of lead (Pb) toxicity on the epithelium and the proliferative effect of Zinc (Zn) and Selenium (Se) administered in trace concentration. Sixty F1 generation adult male Wistar rats were divided into four groups of 15 animals each. Group 1 received normal saline, group 2: 100 mg kg(-1) of lead acetate, group 3: 100 mg kg(-1) of lead acetate then 2.25 mg kg(-1) each of Zinc (Chelated zinc) and Selenium (Sodium Selenium) and group 4: 2.25 mg kg(-1) of zinc and selenium (Se+Zn). The duration of treatment was 56 days following which the animals were sacrificed on the 57th day and the testes harvested and fixed in Bouin's fluid. Pb induced toxicity can follow a mitochondria pathway involving Cathepsin D (CAD) or a cytoplasmic pathway involving p53 (protein 53; a 53 KDa nucleolase), the most predominant form of cell death is apoptosis which can result from both pathways. Se+Zn treatment improves proliferation and counters Pb toxicity by substitution, activation of enzymes (radical scavengers and vitamins), growth factors, activation of endothelial factors and activation of oxygen radical scavengers.