The study reported water quality and the concentrations of heavy metals (Cu, Zn, Fe, Ni, Pb, Mn, Cd, Co, Cr & Hg) in water, muscle and liver of two fish species; Clarias gariepinus (Cat fish) and Oreochromis niloticus (Tilapia fish) obtained from Burullus Lake, Kafr Elsheikh Governorate. Thesealterations were followed, in the present study, by the occurrence of histological lesions in liver of two fishes collected from the same sites. The results showed that there were high level of the analyzed metals (Fe; 56.63mg/kg, Zn; 28.09mg/kg, Mn; 7.89mg/kg, Pb; 7.87mg/kg, Cr; 5.22mg/kg, Cu;
2.82mg/kg, Co; 2.68mg/kg and Hg; 0.0103 mg/kg) as Fe > Zn > Mn > Pb > Cr > Cu > Co > Hg in C. gariepinus and (Fe; 48.15mg/kg, Zn; 25.41mg/kg, Mn; 7.14 mg/kg, Pb; 5.23 mg/kg, Cu; 1.91mg/kg & Hg; 0.0074mg/kg) as Fe > Zn > Mn > Pb > Cu > Hg in O. niloticus sample compared to WHO standard. So, fish in some sites of Burullus Lake may be not safe for human consumption.