Male and female Rio Grande leopard frogs (Rana berlandieri) were collected in May 2005 from the main stem and tributaries of the Rio Grande in the Big Bend region of Texas. Frogs were examined for (1) incidence of testicular ovarian follicles in males; (2) thyroid epithelial cell height, a potential index of exposure to thyroid-disrupting contaminants; and (3) incidence of liver melanomacrophage aggregates, a general index of exposure to contaminants. Standard parameters of surface water quality and concentrations of selected elements, including heavy metals, were determined at each frog collection site. Heavy metals also were measured in whole-frog composite extracts. Water cadmium concentrations in most sites and chloride concentrations in the main stem exceeded federal criteria for freshwater aquatic life. Mercury was detected in frogs from the two collection sites in Terlingua Creek. There was a seventeen percent incidence of testicular ovarian follicles in male frogs. Mean thyroid epithelial cell height was greater in frogs from one of the Terlingua Creek sites (Terlingua Abajo). No differences were observed in the incidence of hepatic macrophage aggregates among sites. In conclusion, although potential cause-effect relationships between indices of habitat quality and amphibian health could not be established, the results of this study raise concerns about the general quality of the aquatic habitat and the potential long-term consequences to the aquatic biota of the Big Bend region. The presence of ovarian follicles in male frogs is noteworthy but further study is necessary to determine whether this phenomenon is natural or anthropogenically induced.