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Aquaculture continues to diversify and develop rapidly in Bangladesh. A major change has taken place in parts of Bangladesh due to the growth of floodplain aquaculture (FPA) projects. FPA involves the enclosure by the landholders of parts of the floodplain through the creation of embankments and sluice gates. The enclosed water body is stocked with fish seed and the benefits are distributed amongst those who own land in the impounded area. This study has found that FPA tends to exclude a large number of poor households and adversely affects them through the attenuation of their common property rights over the floodplains, besides skewing the distribution of benefits amongst those who directly benefit from it. They have been further marginalised in project institutions that are captured by rural elites. This paper suggests a more precautionary approach to the growth of the FPA and compensation to, or inclusion of the losers.