The present study was carried out to evaluate oxidative stress mediated pathophysiological alterations in brain cerebral cortex and testes of rats exposed to cadmium chloride at 15, 50 and 100 ppm in drinking water for 28 days. The activity of SOD in brain of rats of all toxicity groups was non- significantly decreased. The SOD activity in testes was significantly decreased in animals exposed to 50 and 100 ppm level of cadmium. The catalase activity in brain cerebral cortex and testes was significantly decreased in dose dependent manner. The GSH levels in brain and testes tissue were increased at all tested levels of exposure of cadmium. The acetylcholinesterase activity in brain of rats exposed all levels of Cd were significantly decreased. Cadmium exposure at 100 ppm level significantly reduced the total epididymal sperm count. However, the epididymal sperm motility was significantly reduced in rats exposed to all tested levels of cadmium. The different levels of cadmium exposure produced pathological lesions in brain cerebral cortex and testes which were remarkable at 100 ppm level of exposure as compared to other levels of exposure in rats. In conclusion, cadmium exposure at 100 ppm for 28 days in rats produced marked alterations in both brain and testes through oxidative insult.