The levels and distribution of heavy metals (Cu – Zn – pb – Cd and Hg) in Bolti fish (Tilapia sp) and water collected from El-Manzalah Lake – Kafr El-Sheikh farm and local market of Talkha city were determined using atomic absorption spectrophotometer (AAS). The results showed that the concentration of pb and Cd were higher in samples from Kafr El-Sheik farm (4.282 and 0.062 mg/L in water, 5.008 and 1.095 mg/kg respectively in flesh of fish). It could noticed that the heavy metals accumulated in gills and viscera were higher amounts. Also Cu concentration of fried and grilled samples were higher than raw samples, Zn content of fried and grilled samples was low than raw samples, pb and Cd concentrations decreased by frying but increased by grilling. While Hg concentrations did not change using these methods. So, it is recommended that we should change our old habits conserving eating heads and viscera because there is no way to reduce heavy metals content using the previous common cooking methods.