This study was investigated the effects of exercise and supplementation of L-carnitine and antioxidants on hepatic mitochondrial function, especially oxidative phosphorylation (OXPHOS). Isolated hepatic mitochondria from 4 rat groups were functionally tested by an analysis of respiration and the coupling of this process to ATP synthesis in the presence of ADP. Four groups were non-trained, non-supplemented group (NTNS), non-trained, supplemented group (NTS), long term-trained, non-supplemented group (LTNS) , and long term-trained, supplemented group (LTS). The trained rats run on a treadmill (grade 10°,20 m/min) for 60min/day for 8 weeks. The supplemented rats were treated with L-carnitine (0.5% diet), vitamin E(0.5mg/g BW), vitamin C (0.5mg/g BW) and melatonin (1 $mu$ g/g BW) for 8 weeks. There were exercise effects on improving mitochondrial OXPHOS. Within non-supplemented groups, exercised rats resulted in a significant decrease in state 4 oxygen consumption, which increased the respiratory control (RC) ratio and ADP : O (P/O) ratio. There were supplementation effects on improving mitochondrial OXPHOS, too. Within non-exercised rats, supplemented rats resulted in a significant decrease in state 4 oxygon consumption. which increased the RC ratio and P/O ratio. There were additive effects of exercise and supplementation on OXPHOS. Within supplemented rats, exercise resulted in an increase in RC ratio. Significant effects of exercise-supplement interaction on improving OXPHOS were identified. It suggests that exercise and supplementation of L-carnitine and antioxidants might improve more efficiently the impaired OXPHOS efficiency in mitochondrial dysfunction that recognized as is an important cause of degenerative diseases. (J Community Nutrition 4(3) : 187∼194, 2002)