A survey of the fish fauna of the Chindwin headwaters in Manipur, India (comprising of the rivers, viz., Manipur, Chingai, Chatrickong, Maklang, Lokchao and their tributaries) has been undertaken. A total of 117 species belonging to 65 genera and 25 families has been recorded. The fauna is a mixture of endemic hill stream, Burmese, Indochinese and widely distributed forms. Except a few species, most are medium to fast running torrential forms. The evolution of the diverse groups and endemic species in relation to geological history is discussed.