Background: Carotenoids have been known to have important beneficial properties for human health and gained importance in recent years. Objectives: The present study aimed to investigate the effect of supplementation with two carotenoids (Lycopene and β-Carotene) separately or in combination, on lipid peroxidation and some endogenous antioxidants in addition to their effect on serum levels of lipoproteins in male rats. Methods: Thirty male Sprague-Dawley Albino rats, were randomly divided into 5 groups, normal control group fed on standard diet, 4 groups were divided to positive control group fed on high fat and cholesterol diet only, and the remaining 3 groups were fed on high fat and cholesterol diets supplemented with single antioxidant Lycopene 350mg/kg diet, β-carotene 350mg/kg diet, or mixture of Lycopene and β-carotene, for 4 weeks. The following parameters were measured, serum total cholesterol (TC), HDL, LDL, serum triglyceride (TG) levels, blood and liver glutathione (GSH), and livers malondialdhyde (MDA). Results: Supplementation of High Fat Diet (HFD) with lycopene (HFD+ LYC), β-Carotene (HFD+ B-car) and their mixture (HFD+ (LYC+ B-car)) produced a significant reduction of Serum TC, LDL and TG levels, and a significant elevation of serum HDL levels.  The supplementation of lycopene, β-carotene or their mixture resulted in a significant reduction of liver MDA, and a significant elevation of liver and blood glutathione (GSH), in comparison with the levels of HFD group. Conclusion: These findings suggest that lycopene and ß-carotene supplementation, altered the pro-oxidation and anti-oxidation balance and suppressed oxidative stress by modulating endogenously the antioxidant system and cholesterol metabolism.