The work indicates the link bctween the serum cholesterol, atherosclerosis and certain metal metabolism. 122 adult albino rats were used in this study and classified into 5 groups: Control group, 29 rats fed the stock diet; group I, 32 rats fed the stock diet with 1 X cholesterol for 6 weeks; group 11, 36 rats fed the stock diet with 1 96 cholesterol for 8 week, group IIIA, 17 rats fed the stock diet and 0.2 ml oil/day orally for 8 weeks and group 11113, 18 rats fed the stock diet and 0.2 ml oil with cholesterol daily (50 mg cholesterol/l ml oil) for 8 weeks. The results obtained showed that: 1. A positive correlation was found between serum total cholesterol and serum coppcr, cadmium and Cd/Zn ratio, whereas a negative correlation occurred between serum total cholesterol and serum Zinc and Zn/Cu ratio. 2. A positive correlation was found between serum total cholesterol and cadmium, Zn/Cu and Cd/Zn ratio in liver. On the other hand, a negative correlation occurred between serum total cholestcrol and copper in liver. 3. A positive correlation was found between serum total cholesterol and Zn/Cu ratio in heart which was negative in heart copper, cadmium and Cd/Zn ratio. Histopathological examination of liver sections of animals treated with cholesterol revealed the presence of mild degree of fatty change, while the kidney tissues showed glomerular lesion in the form of obliteration of Bowman's capsule with increased cellularity inside, beside degenerated tubules and interstitial fibrosis.