The goal of this project was to increase the nutrient value of fillets, by-product muscle, and offal of aquacultured tilapia. A diet that includes seafood with a high omega-3 (n-3) fatty acid content, more specifically eicosapentaenoic acid (EPA) and docosahexaenoic acid (DHA), are known to have numerous health benefits for consumers. Improved nutrient value of the offal may also attract new market opportunities for the aquaculture industry. Tilapia were cultured on different experimental feeds that contained various levels of n-3 fatty acids from either fish oil (FO) or algae meal (AM) that were used to replace corn oil. The experimental diets included a control (corn oil 6.3%), FO1%, FO3%, FO5%, AM1.75%, AM5.26%, and AM8.77%. All diets were formulated to be isocaloric, isonitrogenous, and isolipid. Three hundred and fifty tilapia with an initial mean weight of 158±2 g were cultured in a recirculating aquaculture system (seven diets replicated at the tank level, 14 tanks, 25 fish per tank). For all of the production performance data, no differences (P>0.05) were observed between the experimental groups which included survival (overall mean ± standard error, 99.4±0.3%), growth per week (45.4±1.0 g/wk), food conversion ratio (1.32±0.03), fillet yield (44.4±0.2%), hepatosomatic index (1.61±0.02), viscerosomatic index (2.86±0.06), and mesenteric fat index (0.97±0.04). Fillet and rib meat tissues were collected at weeks four and eight, and liver and mesenteric fat tissues were collected at week eight. Fatty acids were extracted, methylated and identified with gas chromatography±mass spectrometry. All tissues had improved fatty acid profiles (higher n-3, lower n-6, n-6:n-3) with increasing levels of FO and AM in the diet. For example, the best diet for significantly (P<0.05) improving the lipid profile in tilapia fillets at week eight was diet AM8.77%. In the fillet, total n-3 was increased (control versus AM8.77%) from 151.2±19.0 to 438.7±14.2 mg per 4 ounce (113 g) serving and n-6: n-3 ratio was improved from 5.19±0.76 to 1.29±0.03.