A 7-week growth trial was conducted to evaluate the effects of dietary soybean meal (SBM) on digestive enzyme activity of intestinal mucosa, mRNA levels of digestive enzymes in hepatopancreas, and the mid-intestinal and hepatopancreas histology of gibel carp CAS III (Carassius auratus gibelio). Four different growth phases of gibel carp (initial body weight: fry, 0.8 g; juvenile, 5.0 g; 1-year-old, 62.7 g; and broodstock, 135.6 g) were tested. Seven isonitrogenous and iso-energetic diets were formulated to contain different SBM replacement levels (0%, 20%, 40%, 60%, 80% and 100% of dietary fish meal protein), and another diet (SBMAA) contained all SBM protein and supplied crystalline amino acids. The results showed that the activities of mid-intestine trypsin, a-amylase and gamma glutamyl transpeptidase reduced with increased dietary SBM, while the chymotrypsin activity increased first and then decreased. The ultrastructures of intestinal epithelial cells and hepatopancreas cells in fry and broodstock fish were distinctly affected by 200 g kg(-1) dietary SBM. Supplementation of dietary amino acid to the highest replacement groups was not sufficient to improve digestive and absorptive capacities and growth performance. Gibel carp may be adapted to dietary SBM through increase in gene expression of hepatopancreas digestive enzymes and has potential to utilize proceeded SBM as feedstuffs.