The present work aimed to evaluate lead and cadmium concentrations in the liver and kidney of sheep reared on sewage polluted pastures. The degree of liver and kidney damages were evaluated biochemically and histopathologically. Twenty eight ewes (4-5 years) were selected before slaughtering from Assiut abattoir and classified into 2 groups. The first group (12 ewes, exposed) originated in a sewage polluted area (Arab El-Madabegh area). The second group (16 ewes, control) was selected from animals reared in a rural area in the southern east of Assiut, where irrigation was carried out by the River Nile water. Blood and tissues (liver and kidney) were sampled. Liver and kidney of exposed ewes accumulated higher concentrations of Pb (more than 4 fold, at P<0.001) and Cd (30 fold and 39 fold, P<0.001, respectively) than controls. Concentrations of Cu, Zn and Fe in liver and kidney of exposed and control ewes were within the permissible limits. Heavy metal leaded to structural changes in the liver and kidneys of 9/12 exposed ewes. These changes were represented by necrosis in hepatocytes accompanied with hemorrhages and accumulation of mononuclear inflammatory cells. The glomeruli appeared hypercellular surrounded with fibroblastic proliferation, accompanied by atrophy of tubular epithelia and necrobiotic changes in the capillary tuft. The serum of exposed group showed higher AST and ALT activities (P<0.05), higher concentrations of total bilirubin (P<0.05), urea (P< 0.05) and creatinine (P<0.01) than the control values. The accumulation of Pb in the liver was positively (P<0.05) correlated with serum ALT activity. The Pb concentration in the kidney was positively (P<0.05) correlated with serum urea concentrations. On the other hand concentrations of Cd in the liver were positively correlated with AST and ALT activities (P<0.05) and the concentrations of total bilirubin (P<0.01) in serum. A strong correlation (P<0.001) was noticed between the concentrations on serum urea and creatinine and the concentrations of Cd in the kidney. In conclusion, animals reared on sewage polluted pasture accumulate higher Pb and Cd in the liver and kidney than the recommended levels for health of these animals and for human consumption. This accumulation of heavy metal resulted in structural and functional hepatic and renal disorders. Also, the liver and kidney function tests were strongly correlated with Cd and relatively to less extent with Pb concentrations in these tissues.