his study was performed to evaluate agricultural and industrial wastes water with respect to the potentially some toxic metals on histopathological alterations in kidney and liver of Nile tilapia (Oreochromis niloticus) from El-Rahawy drain at different seasons. Samples of Nile tilapia (Oreochromis niloticus) were collected seasonally (12 fish / season) from each site. Fish total length and total weight were from 13.5 to 26.1 cm and from 50 to 315 g, respectively The present results indicated that, the heavy metals due to pollution, increased in tissue of fish caught from the drain. The distribution of heavy metals (Iron , Manganese , zinc , lead and copper) concentrations in water were estimated during four successive seasons were found to be , Fe (0.