The effects of 2.45 GHz microwave (MW) radiation on the vital tissues of Sprague Dawley rats were investigated. The various tissues assessed through histopathological assay were liver, kidney, heart, testis, ovary, fallopian tube, prostate, seminal vesicle and epididymis. The animals were exposed to various level of Specific Absorption Rate (SAR) which were 0 (control), 0.48, 0.95, 1.43, 1.91 and 2.39 W/kg using the microwave generator, model ER660E, Serial No MX704CCR from Toshiba UK Ltd for maximum period of ten minutes. From the results it was observed that the kidney and ovary were the most affected tissues in the female animals exposed to 2.45 GHz MW radiation when compared to the control. Hyperchromasia was observed in the ovary of the animals exposed to MW radiation. Vascular/glomerular congestion, interstitial spaces hemorrhage and tubular cells cloudiness was observed in the kidney. In the male animals, the testis and liver were the most affected organs when compared with control. There was reduction in the number of germ cells and cell disorganization observed from the testis of exposed group. The degree of reduction in the number of the germ cells varies with SARs, highest reduction was observed in the group V exposed to 2.39 W/kg which suggest that MW radiation has the potential to affects male fertility adversely. Oodema, cloudiness, glomeruli congestion was observed in the liver. There is no significant proof that the microwave radiation at this study frequency produces pathologic effects on the tissue studied except for the decrease in the number of germ cells and modification of some organs.