The quality characteristics of fish products are a key factor influencing consumer acceptance and preference. This study was aimed to investigate the relationship among quality characteristics, protein structural changes and water migration of mandarin fish with different freshness during heating process. The results showed that the protein structure tended to unfold and more loosen in low freshness fish muscle (4-5 d storage) during heating, leading to an obvious decrease in hydrogen bonds, promoting a reduction of water holding capacity in fish muscle, thus resulting in an increase of T23 and a decrease of AW, which in turn affected the hardness, stress, and springiness of fish muscle. The protein conformation and water migration could explain the textural differences after heating of different freshness mandarin fish.