Organophosphates (OPs) neurotoxicity is attributed both to their well-known cholinergic and recently attended non-cholinergic effects. Since parathion has been observed to be responsible for more cases of poisoning than any other OP insecticides, it is vitally important to investigate other mechanisms, besides cholinesterase inhibition, which can potentially contribute to the neurotoxicity of parathion (or its metabolite, paraoxon). In present study, hippocampal cells obtained from Wistar rat neonates were cultured in neurobasal medium supplemented with B27 serum where different doses of paraoxon were also introduced. The neuronal growth in the control group and those exposed to paraoxon was compared. Phase contrast microscopy, cell staining (Neutral Red) and computer assessment morphometric study (Motic) were used to study cell morphology, viability and type of cell death. Statistical analysis was carried out using one-way ANOVA. There was no clear morphologic differences between neurons in the control group and those exposed to 10 microM paraoxon; however, deformity of the soma was clear in pellets containing higher concentration of paraoxon. Ultrastructure of cells was markedly altered at 50 microM dose of paraoxon as evidenced by gradual discontinuation of cytoplasm, appearing of numerous vacuoles and intracytoplasmic myelin figure. The processes (neurites) did not grow in media containing 100 microM paraoxon or more. Viability decreased with increasing paraoxon especially above 100 microM. In conclusion, the present data reveal that paraoxon, in 30 microM or higher concentrations, induces a decrease in cell growth, followed by cell swelling and neuronal death (possibly necrosis).