The purpose of the study was to determine the levels and organ distribution of the potentially harmful inorganic elements cadmium and lead in great scallops and horse mussels from unpolluted Norwegian waters. The scallops far exceeded the EU-limit for cadmium in bivalves when all soft tissues were analysed. When only muscle and gonad were included, however, the level of cadmium was acceptable, because cadmium accumulated in the digestive gland with a mean of 52 mg/kg ww (wet weight). In horse mussel, lead was the most problematic element and the concentration varied from 1.4 to 6.6 mg/kg ww with a mean of 3.7 mg/kg ww, exceeding the EU limit of 1.5 mg Pb/kg. The highest concentration of lead was found in the kidney with an average of 120 mg/kg ww and with a maximum value of 240 mg/kg ww. The kidney tissue accounted for approximately 94% of the lead burden in the horse mussel. In order to consume these bivalves, only muscle and gonad of great scallops should be used for consumption and the kidney of horse mussel should be removed prior to consumption.