A HIGHLY harmful heavy metal known as lead (PB) affects different organs' physiology and histology. Cadmium is a toxic element affecting some organs such as renal, and bones. This study aims to observe the microscopic tissue lesions of lead and cadmium in the liver and kidney. In this study, fifteen albino rats were divided into three groups. The first group is provided with oral normal saline, the second group is given a lead solution orally for three weeks at a dose of 17 mg/kg, and the third group is given a cadmium solution orally for three weeks at a dose of 15 mg/kg.  The tissue sections are put directly in 10% neutral formalin solution to fix them for 24-48 hours and then cut into small pieces 1 cm³, then carried out the process of ascending alcohols and then in xylene, waxed in the form of molds and cut the pieces with a microtome on the thickness of (4-5) μm and then dyed with the routine stain hematoxylin and eosin. The findings included that the first group shows the normal architecture of the liver and kidney. The second group showed necrosis in the peripheral area due to the toxic effect of lead with fatty changes resulting from liver damage; the kidney showed proliferation of inflammatory cells (neutrophils), and mesengial cells in addition to the presence of coagulative nephritis. The third group showed liver fibrosis and inflammatory cells while the kidney showed mononuclear cells in chronic nephritis. We can conclude that lead and cadmium have negative and pathological changes in the kidney and liver tissue; these changes include accumulation of the inflammatory cells, congestion, and necrosis, in the liver, and kidney while showing nephritis in the kidney.