Osteoporosis is a systemic bone disease that results in the loss of bone mass and impared bone structure. Animal models for osteoporosis are generated by ovariectomy. Adult female Sprague-Dawley rats were divided into control, bilateral ovariectomy and bilateral ovariectomy and subcutaneous nicotine administered (received nicotine sulphate, 2 mg/kg) groups, daily for 28 days. At the end of the period, rats were sacrified under anesthesia blood samples were taken and femoral tissues were dissected. Estrogen, calcium and alkaline phosphatase levels were measured. Tissue samples were prepared for histopathogical examination. Sections were stained with Hematoxylin and Eosin and examined under light microcope. Biochemical parameters were decreased depending on the overiectomy, also decrement was notable with nicotine intake. In the ovariectomy group; increased inflammatory cells with degenerative changes around the femoral compact bone and dilatation of osteon structures in bone trabeculae and apoptotic changes in osteocyte cells in bone lacuna were apparent. In the ovariectomy with nicotine administration group, excessive dilatation of the havers lamellae in the compact bone region, increased osteoclastic activity, picnosis and apoptotic nucleus of the osteoclastic cells located in the lacuna, and increased collagen fibers in the matrix were observed. We suggest that ovariectomy and nicotine administration together effect estrogen and calcium metabolism negatively, stimulate alterations in the structural properties of bone matrix, also affect osteocyte development and bone lamellar structure that may accelerate osteoporosis development.