The effects of smoking and physical exercise on the plasma concentrations of lipid-soluble antioxidants were investigated in 62 healthy males, aged 34-65 years. Current smokers (n=21) and ex-smokers(n=16) had significantly lower plasma levels of carotenoids ($alpha$-carotene, $eta$-carotene, cryptoxanthin and lycopene), $alpha$-tocopherol and ${gamma}$-tocopherol than non-smokers (n=25). Plasma concentrations of retionl and ubiquinone (coenzyme Q10) were lower among ex-smokers and current smokers than among non-smokers, but the differences were not statistically significant. Regular physical exercise was associated with increased plasma levels of lipid-soluble antioxidants. Plasma concentrations of crytoxanthin, retinol and ubiquinone were significantly elevated in the group engaging in moderate amounts of exercise (more than 20 minutes per day) compared to the group engaging in small amounts of exercise (less than 10 minutes per day). Plasma $alpha$-carotene, $eta$-carotene, lycopene levels in the subjects were affected more by smoking than by exercise. However, plasma levels of cryptoxanthin, retinol and ubiquinone in the subjects were affected more by exercise than by smoking. These findings suggest than smoking may cause a decrease in plasma lipid-soluble antioxidants during neutralization of reactive oxygen species present in cigarette smoke and that poor exercise habits may accelerate this imbalance of oxidant/antioxidant homeostasis in middle-aged Korean men.