The present work deals with the evaluation of heavy metals pollution in raw cow's milk and groundwater in Upper Egypt. So, a total of 102 milk and ground water samples were collected from three Governorates in Upper Egypt, namely, Assiut, Sohag and Qena. Concentrations of lead (Pb), Cadmium (Cd), Iron (Fe) and Manganese (Mn) in the digested water and milk samples were determined by Buck model 210 VGP atomic absorption spectrophotometer with flame atomization. Our data showed that the average mean of lead, Iron and cadmium in collected water and milk samples were (0.195 ppm and 0.075 ppm), (0.00040 ppm and 0.00026  ppm) and (3.949 ppm and 0.869ppm), respectively. However, we could not detect Manganese either in milk or water samples. Furthermore, Statistical analysis of data showed that there was a significant correlation (p < 0.05) between heavy metal pollution in milk and that of correspondent examined groundwater samples.