Abstract: The total volatile basic nitrogen (TVB-N) and aerobic bacterial count of tilapia fillets at different storage temperatures were studied; the kinetic models of TVB-N and aerobic bacterial count were established to calculate and control the quality and shelf life. The results show that TVB-N and aerobic bacterial count increase during storage with increase of storage time and temperature, while the quality of fillets is degrading. The first order reaction model and Arrhenius equation are suitable to describe the changes of TVB-N and aerobic bacterial count. The storage period of tilapia fillets can be calculated using the model.