Okara (soybean residue) is a highly perishable food processing by-product from soymilk and tofu manufacture. It contains a large proportion of insoluble dietary fibre (40-60% on a dry basis), as well as digestion-resistant proteins, trypsin inhibitors and phytic acid. These factors contribute lead to the under-utilisation of okara. To improve the overall nutritional quality of okara, sequential saccharification of okara by Celluclast (R) 1.5L (cellulase) or Viscozyme (R) L (cellulase and hemicellulase) and fermentation by the yeast Yarrowia lipolytica were performed. The changes in the antioxidant capacity, amino acids, phenolic acids, isoflavones, phytic acid and dietary fibre during biotransformation were studied. Carbohydrase pre-treatment increased the amounts of monosaccharides, trans-cinnamic acid and aglycone isoflavones in okara. After fermentation, the okara had higher antioxidant activity and greater amounts of total amino acids and ferulic acid. Some positive interactions between the carbohydrase and Y. lipolytica were hypothesised: the carbohydrase and Y. lipolytica proteases could have synergised with each other to break down the okara secondary cell wall more efficiently. After 52 h, Celluclast (R) 1.5 L and Viscozyme (R) L significantly reduced the insoluble dietary fibre content from 61.9 +/- 0.6 to 45.6 +/- 3.0% and 24.7 +/- 0.3%, respectively (all w/w, dry basis), while increasing the soluble dietary fibre content by about onefold. Both carbohydrases also increased the amounts of monosaccharides, trans-cinnamic acid, and aglycone isoflavones in okara. The addition of Y. lipolytica led to a higher antioxidant capacity and greater amounts of total amino acids and ferulic acid in okara. The overall improvements in the digestibility and potential health benefits of okara highlight the promising applicability of biotransformation in okara valorisation.