Cottonseed meal (CM) was used at up to 36.95% content in the diet (replacing 60% of dietary fi sh meal protein) without any negative eff ects on growth performance of pre-adult grass carp (initial body weight, 761 g) under outdoor conditions. A culture trial was conducted in net cages installed in a large concrete pond. Seven isonitrogenous and isoenergetic diets containing a gradient of CM concentrations (0, 12.2%, 24.4%, 36.6%, 48.8%, 54.8%, and 61.0%) as replacement for dietary fi sh meal protein (0, 20%, 40%, 60%, 80%, 90%, and 100%) were formulated. Dietary non-resistant starch (from maize) was inverse to dietary CM. Growth performance and feed utilization of fi sh fed the diets containing CM replacing 0-40% fi shmeal protein were not aff ected after the 6-week feeding trial. Accumulation of hepatopancreatic total gossypol in the hepatopancreas was signifi cantly correlated with free gossypol content in the diets (HTG=88.6+1.5×DFG, R 2 =0.89, P <0.05). Intestinal α-amylase and γ-glutamyl transpeptidase activities rose along with increasing dietary CM level. The structure of the mid-intestinal tissues and the ultrastructure of the enterocyte microvilli were normal when dietary CM was <36.6% (60% protein replacement). Increasing dietary CM content increased serum alanine aminotransferase levels but decreased serum alkaline phosphatase, cholesterol, high-density lipoprotein cholesterol, low-density lipoprotein cholesterol, triglycerides, and albumin ( P <0.05).