The effect of replacement of fish meal (FM) in diets with sand smelt meal (SSM) on fatty acid composition of carp fry, Cyprinus carpio, was examined. Five isonitrogenous and isoenergetic (38% crude protein, $15.75;kJ;g^{-1}$) diets replacing 0, 25, 50, 75, and 100% FM protein by SSM protein were formulated. Each diet was randomly allocated to triplicate groups of fish in aquaria, and each aquarium was stocked with 20 fish (initial average weight of $0.300{pm}0.65;g;fish^{-1}$). Fish were fed twice daily to apparent satiation for 13 weeks. Results indicated that final weight, specific growth rate and feed efficiency ratio of fish fed with different SSM replacement diets did not differ significantly (p>0.05) from fish fed the control diet, except for 100% SSM level. No significant differences were noted among experimental treatments on dry matter, protein, lipid and ash contents of the fish body composition (p>0.05). Fatty acid analysis showed that saturated fatty acids in fish muscle significantly decreased, but monounsaturated fatty acids (MUFA) and polyunsaturated fatty acids (PUFA) did not change with increasing dietary SSM. However, some changes also could be observed for some particular fatty acids in experimental fish. For example, the amounts of 15:0, 17:0, 18:1n-7, 18:2n-6 and 22:5n-3 significantly increased, but 16:0, 18:1n-9, 18:3n-3 and 20:1 n-9 significantly decreased with increasing dietary SSM. Total n-6 PUFA increased with increasing dietary SSM, but total n-3 PUFA were not changed in muscle of fish fed the experimental diets. The ratio of n-3 to n-6 was not affected significantly in muscle of fish fed the experimental diets containing different proportions of SSM, including the control diet.