Thanks Barb. I did the water change, before I did I checked the ph. It was at 7.4ph. I did some reading and found some infomation that sounded alot like my fishes ailments leaning toward Ammonia poisoning. "The fish will pant heavily and are often directly below the water surface." Fred is panting heavily, occasionaly just below the water's surface. Since the water change, he's sitting at the bottom, although will come out and swim occasionally. To Remedy the situation, it is recommended either by carefully changing 90% of the water (to dilute the poison) or by cautiously lowering the pH below 7. I will pick up a kit tomorrow to test for NO3. IS there a kit to test for Ammonia?