A variety of important roles for branched-chain amino acids in metabolic regulation has been suggested. Branched-chain $alpha$-keto acid dehydrogenase(BCKAD) complex is a rate limiting enzyme in branched-chain amino acid metabolism. The purpose of this study was to examine the effects of exercise on the activity and activity state of branched-chain $alpha$-keto acid dehydrogenase in rat hert and liver thssues. Forty-eight Sprague-Dawley rats were assigned into three experimental groups : sedentary control, exercised, or exercised-rested. Submaximal exercise(running) for two hours significantly increased basal activity without a change in total activity in both tissues, with a concomitiant increase in activity state of the enzyme complex. At 10 min post-exercise, heart enzyme activity significantly decreased, though not to the control level, while liver enzyme activity remained unchanged. These data suggested that the exercise-induced increase in branched-chain $alpha$-keto acid decarboxylation in rat tissues may not be the result of enzyme synthesis, but rather is due to increased activity of the BCKAD.