The study measures the relationship between physico-chemical variables with the cell density of phytoplankton in nursery, growout and broodstock ponds of fish. This study was conducted at Natore Government Fish Farm in Bangladesh from January to June, 2012. The observed physico-chemical variables like water temperature, transparency, dissolved oxygen, pH, ammonia-nitrogen, total alkalinity and total hardness were found within the standard ranges. Phytoplankton belonging to bacillariophyceae, chlorophyceae, cyanophyceae and euglenophyceae were found among the ponds but euglenophyceae with highest abundance was recorded in almost all the ponds. Total abundance of different groups of phytoplankton was recorded as mean (±SD) cell density (cell/l) (62.77±2.16)×10 4 , (47.22±0.69)×10 4 , and (77.12±3.42)×10 4 in nursery pond, growout pond and broodstock pond, respectively. Overall phytoplankton abundance was more in broodstock pond than in others. Total phytoplankton density has exhibited significantly positive correlation with dissolved oxygen (DO) and inverse relation with water temperature, pH, ammonianitrogen and total alkalinity in case of nursery pond. For growout pond, total phytoplankton density has exhibited significantly positive correlation with temperature and transparency, and significantly negative correlation with other physico-chemical characteristics. In case of broodstock pond, total phytoplankton density has no significant relationship with any physico-chemical variables of water.