This experiment was conducted to evaluate the effects of upstream-swimming exercise and dietary lipid level on growth and muscle nutritional components of genetic improvement of farmed tilapia (GIFT, Oreochromis niloticus). GIFT with the initial body weight of (59.36±5.88) g were fed 6 diets with different dietary lipid levels [0 (group A), 3% (group B), 6% (group C), 9% (group D), 12% (group E) and 15% (group F), respectively], and each diet group had 3 upstream-swimming exercise intensity [flow rate was 0 (still water group), 1.0 (low exercise intensity group) and 1.5 bl/s (high exercise intensity group), respectively]. There were totally 18 experimental groups, which were groups 0A, 1A, 1.5A, 0B, 1B, 1.5B, 0C, 1C, 1.5C, 0D, 1D, 1.5D, 0E, 1E, 1.5E, 0F, 1F and 1.5F, respectively. Each group had 10 fish, and the growth indices and muscle nutritional components were measured after feeding 42 days. The results showed as follows: tilapia's survival rate was over 90% in 18 experimental groups. Compared with still water group, the final body weight in exercise groups was increased by 1.72% to 31.79% when fed the diets with low (0 and 3%) or middle lipid levels (6% and 9%), but was decreased by 2.07% to 27.07% when fed the diets with high lipid levels (12% and 15%). In addition, the special gain rate (SGR) and weight gain rate (WGR) were increased with increasing exercise intensity where the lipid level range from 0 to 9%, however, these values were decreased with increasing exercise intensity where the lipid level range from 12% to 15%. Compared with still water group, Upstream-swimming exercise resulted to crude protein content of white muscle increased from 0.83% to 3.41% and that of red muscle increased from 0.06% to 13.25%. In the same exercise intensity and ascending dietary lipid level, the crude protein content of white muscle was firstly decreased and then increased, but that of red muscle was decreased. Upstream-swimming exercise had no significant effects on the relative percentage contents of saturated fatty acids (SFA), monounsaturated fatty acids (MUFA) and polyunsaturated fatty acids (PUFA) in tilapia's muscle (P>0.05), but increased PUFA relative percentage content from 10.19% to 52.67% with the dietary lipid level increasing. Therefore, upstream-swimming exercise and suitable increased of dietary lipid level has a positive effect on the growth, muscle crude protein content, and muscle PUFA relative percentage content of GIFT. And the promoting growth effect is better in the conditions of low dietary lipid level and appropriate upstream-swimming exercise intensity.