Purpose : To investigate the effects of exercise combined with behavior modification therapy on the degree of obesity. blood lipid level and self-esteem in obese middle aged women. Method : 18 obese middle-aged women volunteers with a BMI over 30% were assigned to exercise combined with behavior modification therapy (n=9) or to a control group(n=9). For the intervention the experiment group used walking outdoors as excercise and behavior modification therapy for 12 weeks. Result Body weight, BMI, TC, TG, LDL-C, and % TC/HDL-C were significantly decreased in experimental group. Changes in HDL-C and self-esteem were significantly increased in the experimental group. Conclusion : This study provides evidence that regular exercise combined with behavior modification is effective in changing the degree of obesity, blood lipid level and self esteem in obese middle-aged women over 12 weeks.