Sediment samples and two edible bivalve species Callista sp. and Circenita callipyga were collected from 23 stations in the inshore and offshore zones of Suez Bay, Egypt. The grain size analyses indicated that the seafloor sediments of Suez Bay were composed mainly of sand with minor constituents of gravel and mud. The bulk sediment and the finest fractions Ø3, Ø4 and Ø5 samples were used to estimate the bioavailable forms of Fe, Mn, Zn, Cu, Ni, Pb and Cd by the using flame atomic absorption spectrophotometer (AAS). Fe and Mn recorded the maximum concentrations in sediment at both the inshore and offshore stations, while the lowest concentration was for Ni. Pb and Cd were insignificant in bulk sediments in spite of their abundance in the finest fractions. About 30 individuals of Callista sp. and Circenita callipyga, their common name is Venus Clam, were selected for measuring heavy metals accumulation in their soft tissue. The current results showed that the concentrations of all metals in soft tissues of the two bivalve species were lower than the permissible limits except Pb and Cd in Callista sp. were exceeded the permissible limits. Bio-sediment accumulation factor (BSAF) was calculated in order to evaluate the differential abilities of bivalves to bioaccumulate metals within their soft tissues. The data showed that BSAF values for all studied metals in the collected bivalve species were less than unity (<1.00) except Cd in Callista sp. showed the highest BSAF (2.13).