This report describes the development and differentiation of the digestive and therespiratory systems of the black carp, Mylopharyngodon piceus. The digestive system of the black carp develops from the primary rudiment, a thinlayer of endodermal plate. The endodermal cells concentrate toward the middle, wherea solid elongated thickining of endoderm is formed. Then the digestive tract is formedby the separation of cells in the middle. The foregut is the most advanced in differentiation. The pharyngeal region liesventral to the myelencephalon. The lateral wall of the phargneal cavity bulges out andproduces a series of outwardly directed pockets on the each side (plate Ⅲ.C, 23,24,25,26,). These pockets are known as pharyngeal pouches. They are designated by the nameof hyomandibular arches and Ⅰ-Ⅴ pair pharyngeal pouches from anterior to theposterior. The epidermis folds roll inward to meet the pharyngeal pouches. A series ofbranchial grooves is thus developed on the surface of the pharyngeal region (plateⅢ.C, 19,20, 21,22). The outer wall of the epidermal groove fuses into a branchial membrane. A gill cleft is formed when the branchial membrane becomes perforated,so that an open communication is established between the pharyngeal cavity and theouter medium. Because of the first pair of pharyngeal pouches does not open to theoutside, the black carp has five pairs of gill clefts (plate Ⅲ.E).