Abstarct: In order To study the effects of the heavy elements lead and cadmium and salinity stress on chemical properties of the soil and of growth in spainach (Spinacia oleracea L), a plot experiment was carried out in the Agriculture colleage of the university of Shahroud in 2014. The study designed in from completely randomized block design with 3 replication. The treatments of the experiment, included four levels of heavy element: control without (without use heavy element), lead (20 mg/kg soil from lead nitrate), cadmium (20 mg/kg soil from cadmium nitrate) and the compound of lead and cadmium (Cd10 mg/Kg+Pb10mg/Kg), and salinity treatment included control,4 and 8 dS/m. The salinity stress from the two-sheet stage was applied on the plant by using NaCl. The results showed that salinity and heavy mextals on carotenoid, flavonoid and anthocyanin was significant effect. In the first stage of sampling, cadmium, devoted the highest rate of anthocyanin to itself. In the 12-leaf stage, enhancement of the salinity level, decreased the rate of the pigments of the carotenoid, flavonoid and anthocyanin in the treatment of the lead and increased in the treatment of the cadmium. The concentration of chlorophyll a and b was affected by the reciprocal by of salinity and heavy mextals the by increasing of salinity, the highest rate of chlorophyll a and b in the treatment of cadmium was obtained. The highest rate of carbohydrate dissolved in the first stage of the sampling, was related to the treatment of the compound of lead and cadmium in the salinity level of 8 dS/m. In the second stage, it was observed that the enhancement of the salinity, increased the rate of the dissolved carbohydrate so that the treatments of the compound of lead and cadmium in the salinity level of 4 ds/m and the lead and cadmium in the salinity level of 8 dS/m had the highest rate of the dissolved carbohydrate. In both stages of sampling, the enhancement of the salinity level, significantly resulted in the enhancement of the value of Na in the shoot of Spinach. The enhancement of the salinity, also caused the enhancement of the concentration of Na in the root of spinach. The reciprocal effect of salinity and the heavy mextals on the pH, was not significant, but the treatments of salinity, significantly increased the pH, compared to the treatment of the control (salinity=0). The electrical conductivity of the soil, was affected by the reciprocal effects of salinity and the heavy mextals.