This study was conducted to to study the subcutaneous tissue response as well as some properties of of heat acrylic resin mixed with Aluminum (Al) and Silver (Ag). (2%;3%;5%;10%) concentrations of Al and Ag were added separately to heat cured acrylic resin and the mechanical properties of themixture were examined by the common Elson technique . The addition of 2% of either Al and Ag to heat acrylic resin increased its transverse strength as well as its impact strength ; while 5% and 10% cocentrations reduced both the transverse and the impact strengths of the resin . Therefore 2% concentrationwas chosen for subcutaneous tissue implantation. Three pellets of acrylic resin one containing Al ;one containing Ag and the third was free from both elements as a control were each implanted in the subcutaneous c.t. of twenty male albino rats. A thick connective tissue capsule surrounding each pellet was formed . Al containing acrylic resin was surrounded with a thicker capsule formed of collagen fibers infiltrated with many inflammatory cells ;while the connective tissue reaction against the pure acrylic resin and Ag acrylic resin was minimal in the form of thin capsule formed of collagen fibers; fibroblasts and few inflammatory cells . Measurements of the capsule thickness and the number of inflammmayory cells infiltrating the capsule showed a significant increase in Al group than in Ag and control groups .In conclusion the addition of 2% of either Al and Ag to heat acrylic resin improved its strength but Ag containing heat acrylic resin was more tolerable to tissue.