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Shanghai, one of the most densely populated cities in China, has over 1,000 large-scale livestock and poultry farms within the surrounding suburbs. These farms produce animal products that are sold in local markets within the city. Water pollution from animal waste has been a serious problem in Shanghai suburbs. There is a prospect to address these problems to some extent by controlling livestock and poultry breeding population. This study analyzes the livestock and poultry carrying capacity of arable lands under a nutrient management system based on animal manure production and sustainable land application rates for different croplands in Shanghai suburbs. The results show that, with the livestock and poultry standard unit (LPSU) form, the livestock and poultry carrying capacity of arable lands based on total nitrogen (TN) demands of crops is bigger than that based on P2O5 demands of crops, the smaller one should be selected as a suitable carrying capacity of arable lands according to the cask theory of crop nutrient utilization; and under the supposing situation of 100% of P2O5 demands of crops from animal manure, the livestock and poultry carrying capacity of arable lands is about 15.7 million LPSU, which implied that the arable lands still can support the current livestock and poultry population, while under the current situation of 50% of P2O5 demands of crops from animal manure, the livestock and poultry carrying capacity of arable lands is about 7.8 million LPSU, which predicated that at least one-third of the current population of livestock and poultry breeding exceeded the suitable carrying capacity of arable lands in Shanghai suburbs. Future adjustments and control measures to meet the sustainable livestock and poultry carrying capacity in Shanghai suburbs are also discussed.