Lead and cadmium were determined in water and muscle of Nile Tilapia ( Oreochromis niloticus )and Catfish (Clarias gariepinus) from the River Nile, Rosetta branch, Behira (Egypt) to assess the water pollution with those toxic metals. Fish samples were chosen from six sites to be analyzed. In the present investigation, Lead and Cadmium concentrations for water ranged from (1.1 to 2 µg L^-1) and (0.5 to 1.9 µg L^-1), respectively. The levels of lead and cadmium in fishes are much higher than in the water. Lead and cadmium concentrations ranged from (19.82 to 24.98) and (0.16 to 0.25) µg Kg^-1in wet basis for tilapia fish and ranged from (13,05 to 19.89) and (0.19 to 0.29) µg Kg-1in wet basis for catfish,  respectively.  Lead and cadmium were found in higher concentration than those recommended by FAO/WHO for fish.