The present work aims to study the histological structures of the lips and buccopharyngeal cavity in both the omnivorous fish, Clarias gariepinus, and the carnivorous fish, Bagrus bajad. For this purpose, 20 specimens of the two species were collected from the River Nile at Bahr Shebeen Canal at Shebeen-Alkoom city, Al-Menoufiya governorate, Egypt. Results revealed that the lips of the two species are made up of the two layers; the epidermal and dermal. The epidermis composed of stratified mixed epithelium contained the undifferentiated epithelial cells, mucous cells, wandering cells and taste buds. The mucous cells are oval in shape and numerous in numbers with greater diversity in size and forms. The taste buds in the lips of C. gariepinus are greater in number than in Bagrus bajad. The dermis is formed of connective tissue rich in melanophores. The wall of the buccopharyngeal cavity of C.gariepinus and B. bajad were consists mainly of mucosa and submucosa and in some places of a third layer, the muscularis. Mucous cells are found within all parts of the epithelial mucosa with various shapes and sizes. Mucous-secreting cells, club cells and giant cells were highly abundant, forming the dominant feature in the epithelial layer. Such structures may be necessitated for lubrication of coarse food particles normally ingested.