The present study was carried out to evaluate the pathological changes induced by lead acetate and cadmium chloride toxicity in 50 male albino rats which were uniformly divided into five different groups. Group I received only drinking water as control while, in group II rats were given Lead acetate, in group III rats were given cadmium chloride. In group IV and V rats were given lead and cadmium salt with antioxidant thiocitic acid as a treatment. Animals were examined after five and ten weaks for biochemical changes. The blood of each animal was collected and biochemical assays were conducted. L-Malondialdhyde (LMDA), catalase (CAT), superoxide dismutase (SOD), Glutathione peroxidase (GPx ) and reduced Glutathione (GSH) was determined in serum. The obtained results revealed that, a significant increase in serum LMDA level in lead intoxicated rats. However, administration of thioctic acid (alpha-lipoic acid) in lead intoxicated rats exhibited a significant decreased in this parameter. On the other hand, a significant decreased in serum CAT, SOD and GPx activities, and GSH concentration were observed in lead intoxicated rats. While, administrations of thioctic acid in lead intoxicated rats resulted in significant increase in these parameters. In case of exposure to cadmium, the obtained results revealed that, a significant increase in serum L-MDA level, and SOD activity in cadmium intoxicated rats. However, administration of thioctic acid showed a significant decreased in level of both L-MDA and SOD parameters. On the other hand, a significant decreased in serum CAT, GPx activities, and GSH concentration in cadmium intoxicated rats. While, the treatment with thioctic acid resulted in significant increase in these parameters. In conclusion, this study highlights a real problem of public health and the use of alpha lipoic Acid (thioctic acid) as a treatment for these changes lead to significant improvement.