This study was conducted to develop regression models predicting sugar and acid contents in intact fruits nondestructively by using the second derivative of absorbance spectrum measured with a spectrophotometer wavelength range of 400nm to 2, 400nm. The correlation analysis was made in wavelength range of 600nm to 1, 100nm and 600nm to 2, 400nm respectively, in order to examine the feasibility of using a real time spectrophotometer, which covers the former range, in predicting sugar and acid contents. The second derivative data of the spectrum were obtained by varying smoothing size and derivative size of the original absorbance spectrum. SAS statistical package program was used for the regression analysis. The sugar contents of Fuji apple, Shingo pear md Yumyung peach could be predicted with SEPs of 0.40, 1.17 and 0.77 respectively, in the spectrum range of 600 to 1, 100nm. The highest correlation coefficient of the titratible acidity of apple was -0.45 at 2, 346nm and regression models indicated determination coefficient less than 0.47.