In the present study heavy metal resistant bacteria were isolated from soil collected from the FaoUm-Qasr district in Basra governorate, South of Iraq. On the basis of morphological, biochemical, and 16S rRNA gene sequencing and phylogeny analysis, the isolate was authentically identified as Bacillus thuringiensis. The minimal inhibitory concentration (MIC) of the isolate against cadmium (Cd) and lead (Pb) was determined on solid medium. B. thuringiensis showed significant resistance to high concentrations of Pb of 1800 mgl-1 and 50 mgl-1for Cd. The bioaccumulation capabilities of B. thuringiensis for Cd and Pb were monitored at different ion concentrations andcontact times. The transmission electron microscope study confirmed the accumulation of (Cd) and (Pb) by B. Thuringiensis causing morphological changes, including speculation.