The purpose of this study was to analyze the differences in make-up behavior according to clothing involvement, age, and face satisfaction. Subjects of is study were the females in Seoul and Kyonggi, who were 20s and 40 $.$ 50s. Questionnaire was used as major method of gathering data. The data were collected from Sep. to Oct. in 2003 and analyzed by using SPSS 10.0 with various techniques such as the factor analysis, mean, percentage, cluster analysis, ANOVA, Duncan test, 1-test, Cronbach＇s $alpha$, and $chi$$^2$-test. The results of this study were as follows: 1. The consumers were classified into four categories by clothing involvement; high clothing involvement group, low fashion involvement group, middle clothing involvement group, low clothing involvement group. 2. The differences in make-up behavior according to the clothing involvement showed that make-up behavior was getting more aggressive as clothing involvement was getting higher. And generally Korean females thought the make-up was important. 3. The differences in make-up behavior according to the age revealed that 20s＇ make-up behavior was fashion oriented more than 40ㆍ50s, and 40ㆍ50s＇ make-up behavior was that they were taking a serious viewer than 20s＇ in interpersonal relationship oriented make-up behavior. 4. The result of differences in make-up behavior according to the face satisfaction was that no noticeable difference was found depending on the face satisfaction. This study revealed that the differences in make-up behavior according to clothing involvement and age were found and suggested that the cosmetic market segmentation could depend on clothing involvement market and two age group market such as younger and elder than 40ㆍ50s.