A total of 60 random samples of sheep's and goat's milk (30 of each) were collected from different farmer's houses in Assiut Governorate and examined for the occurrence of B. cereus, S. aureus and C. perfringens, as well as, the lipolytic and proteolytic activities of the isolated B. cereus. Results indicated that B. cereus were existed in 56.67 and 73.33% of the examined samples with averages 6.13x10² and 6.4x10²/ml, while, C. perfringers revealed from 20, 10% with 3.5x10 and 2.7x10/ml as averages in sheep's and goat's milk samples, respectively. However, S. aureus counts could not be detected in the examined samples of sheep's and goat's milk, respectively. The isolated B. cereus from sheep's and goat's milk proved that 52.94 and 77.27% of the isolated organisms were positive for lipolytic activity and 17.64 and 4.54% had a proteolytic activity, respectively. The public health importance of the pathogenic microorganisms was discussed.