This study was carried out in order to investigate the browning reaction of fish oil-amino acid model system at different temperatures and watger activities. The 23 amino acids, induced during dehydration in the presence of oil and avicel(5 to $45^{circ}C$), Aw 0.33 to 0.95, were resulted in three types of browning patterns : Type I showed high browning rates at Aw 0.33, 0.95 than at Aw 0.52, 0.75(phenylalanine, trans-4-hydroxy-L-proline, methionine, valine). Type II showed high browning rates decreased with increasing water activity(poline, leucine, isoleucine, arginine). Type III showed high browning rates at Aw 0.52, 0.75 than at Aw 0.33, 0.95(tryptophan, cystein, threonine, lysine). The temperature effect on the browning development of the four most active amino acids : phenylalanine, valine, trnas-4-hydroxy-proline and methionine are shown to represent the 23 amino acids. Above $25^{circ}C$ the browning rate began to increase. Activation energy of the amino acids-fish oil was 8 to 40kcal/mole, and $Q_{10}$ were 2 to 10.