Fiber enrichment of carob pods powder (CPP), sugar and fat replacement are third effective ways in the creation of a healthy diet. This work was conducted to evaluate the effect of partial fat/or sugar replaced cupcakes made from wheat flour WF (72% ext.) by different levels (20, 40, 60, 80 and 100%) of carob pods powder CPP. Comparing between WF and CPP, data revealed that CPP had higher content of fat (2.10%), ash (3.33%), crude fiber (18.58%), phenolic compounds (1800 mg GAE / 100 g), antioxidant activity (17.2%), K (848 mg/100 g), Ca (212.540 mg / 100g), and Fe (38.15 mg/100g). Evaluating cupcakes chemically, physically, rheologically and organoleptically. Chemical composition of fat and/or sugar replaced cupcakes were high in ash content, crude fiber, phenolic compounds and antioxidant activity, while it was low in nitrogen free extract (NFE), protein and caloric values. Moreover, Fe, Zn, Ca and Mg contents were significantly improved. Results indicated that using CPP as a fat or sugar replacers, gradually increased the sensory characteristics with increasing the levels for up to 60% of replacing level, and still acceptable until the highest level of replacing. Findings showed that additives 40 or 60% of CPP as a fat or sugar replacer respectively, increased the water absorption, dough development time, degree of weakening and extensibility, Meanwhile, decreased stability time, resistance to extension, energy and proportional number. Noteworthy, lead to reduce the caloric value and staling case. It could be concluded that the supplementation WF with40 or 60% of CPP used as a fat and /or sugar replacer for cupcakes making to enhance the nutritional values, sensory and rheological properties without adverse effects on the physical and sensory attributes.