This study aims to investigate some reproductive aspects of Nile tilapia, Oreochromis niloticus in the Khashm El-Girba reservoir and Atbara River, eastern Sudan. The study was conducted during December 2015 to November 2016. Samples were collected bi-monthly basis from three localities, namely; Um Aswad (Atbara River), El-Remila, and El-Monaba (Khashm El-Girba reservoir), using beach seine nets of 1.2 cm 4.0 cm and 7.0 cm stretched mesh. A total of 1595 O. niloticus specimens were collected from all sampling sites. The age of O. niloticus was estimated using five anterior vertebrae of fish body; The results indicate that the age ranged between 0+ to 4+ years. Most of the collected fish specimens were of age 1+, with females most dominant at this age. Sex ratio was 1:1(M: F). Gonado-somatic index (GSI) of females of O. niloticus ranged between 1.965 – 2.620, and from 0.434 – 0.439 for males. Two periods of increase of GSI were observed reflecting two breeding seasons of this species. Used gravimetric method to estimate the average fecundity of O. niloticus ranged between 481 eggs in Um Aswad sampling site, and 638 in El-Remila site. The fecundity of O. niloticus has a high correlation with gonadal weight (r=0.82708) but a low correlation with standard length (r=0.47612) and total weight (r=0.50874). The results of this investigation on O. niloticus indicate that the age of the fish ranged from 0+ to 4+ years, with a sex ratio of 1:1. The Gonado-somatic Index (GSI) indicated two spawning seasons, and fecundity was found to be strongly correlated with gonad weight, and moderately correlated with total length and standard length. This results can be used formulate management policies and procedures for protecting and conserving the fisheries resources and to regulate and improve the catches of the most important commercial fish species in that region.