A bu Za'baal Lakes are man-made lakes, formed by the fracture apd extract of rocks. The lakes, as other inland closed basins. receive their water from the ground and seepage waters. They consist of three lakes and another filling-phase lake. In the present study, the concentrations of some heavy metals {Fe. Zn. Mn. Pb. Cu and Cd) in water and organs (muscles, gills, liver and kidney) of O. niloticus. T, zillii and C. iazera collected from Abu Za'baai Lakes were measured during winter. 2004. The effects of the tested metals on the total protein and total lipid contents in the muscle and liver and on the histological structures of the gills. liver and kidneys of fish were studied.The present results showed that the levels of Fe. Zn. Mn. Pb. Cu and Cd in the water of Abu Za'baal lakes ranged between 3.22-6.0L 0.21-1.50. 0.67-1.64. 0.62-1.67. 0.13-0.20 and 0.03-0.06 mc/L respectively. The highest \ allies of metals were reported in the third lake, while their lowest values were in the first one.It was found that the metals were accumulated in different organs of the studied fish b> various levels. The concentration of the tested metals in different organs of (I niloticus and T zillii followed a sequence of: Fe. /n. Mn. Pb and Cd in muscles < gills < liver < kidnevs. however. Cu in muscles • uills < kidnevs < liver for (). nilolicus and in gills ■■ muscles ■ kidneys < liver for T. zillii. On the other hand, in C lazcra. Fe and Cu were in muscles < gills < kidneys < liver. Zn. Pb and Cd in muscles •' gills < liver --' kidneys and Mn in muscles < li\er -kidne\> gills. In general, the concentrations ol