E. coli was tested for their ability to uptake cadmium intracellularly, and the effect of zinc and calcium on cadmium toxicity to E. coli was observed. In addition, the effect of zinc and calcium on the uptake of cadimium was also studied. This study showed that living E. coli cells took up more cadmium than the dead cells. E. coli in the log phase uptake cadimiumm more actively than E. coli in the stationary phase. These results suggested that there may be metabolic reactions or compounds which encourage the uptake of cadimium. This study also showed that cadimium was sequestered by cell components of which molecular weight is about 30,000. Adding of zinc and calcium chloride reduced cadmium toxicity in E. coli and encouraged intracellular uptake by E coli. However adding of heavy metal solutions helped the microorganisms to adsorb more cadmium. Extremely high or low concentrations of zinc, however, did not affect cell viability.