46 Soybean meal (SBM) is the most common source of protein used to replace fishmeal (FM) in 47 aquaculture diets. SBM inclusion in diets has been found to negatively affect growth and induce 48 intestinal inflammation in fish. The objective of this study was to determine the effect of 49 health-promoting dipeptide (carnosine, anserine, alanyl-glutamine) supplementation into SBM-50 based feeds on growth performance, intestinal health, and muscle free amino acid 51 composition, an indicator of dietary amino acid availability, in a zebrafish model. There were 5 52 treatment groups in this study. The first group ((+) Control) received a FM-based diet. The 53 second group ((-) Control) received SBM-based diet. The last three groups (Ala-Glu, Car, and 54 Ans) were fed SBM-based diets, supplemented with alanyl-glutamine, carnosine, and anserine 55 respectively. All groups received their respective diets during 33-59 dph. The Ala-Glu and Car 56 groups experienced a significantly higher weight gain than the (-) Control group, weighing 57 35.38% and 33.96% more, respectively at the conclusion of the study. There were no significant 58 differences among gene expression between the groups, but Ala-Glu had the highest 59 expression of both nutrient absorption genes measured, PepT1 and fabp2. Ala-Glu had 60 significantly longer intestinal villi, and a significantly higher villus length-to-width ratio than the 61 (-) Control group. Among the free amino acid composition, the Car group had a significantly 62 higher post-prandial concentration of lysine, compared to the (-) Control group. The increase in 63 villi surface area and expression of nutrient absorption genes represent an improvement in 64 intestinal absorptive capacity in the Ala-Glu group. The increase in lysine concentration may 65 signify an increase in the retention of protein in the fish in the Car group. The results from this 66 study provide support for the use of alanyl-glutamine and carnosine supplementation as a 67 means of improving growth performance of zebrafish fed with a 100% SBM-based diet. 68 Introduction 69 Many plant protein (PP) sources, including soybean meal (SBM), that are used as 70 alternatives to fishmeal (FM) in fish diets contain anti-nutritional factors such as protease 71 inhibitors, tannins, and saponins, that negatively affect the growth and health performance of 72 both omnivorous [1,2] and carnivorous species [3-5]. These anti-nutritional factors have been 73 found to compromise gut health of fish by inducing intestinal inflammation [1]. Gut health in 74 fish can be assessed on a morphological level by analyzing the status of the intestinal epithelial 75 lining [6-8], or on a molecular level by measuring the expression of pro-and/or anti-76 inflammatory cytokines within the gut [8-11]. Previously observed signs of SBM-induced 77 intestinal inflammation include shortened mucosal folds, thickened lamina propria, increased 78 number of goblet cells in the epithelium, and wider central stoma within the mucosal folds 79 [3,7,12]. Shortening ...